THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON, A DIVISION OF BENCHMARK INVESTMENTS, LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRASecurities Purchase Agreement • November 15th, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Nevis
THIS NOTE CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.
THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON, A DIVISION OF BENCHMARK INVESTMENTS, LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRASecurities Purchase Agreement • November 15th, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Nevis
This Securities Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of November 9, 2023 (the “Effective Date”), by and between Grom Social Enterprises, Inc., a Florida corporation (the “Company”) and Generating Alpha Ltd., a Saint Kitts and Nevis Corporation (“Buyer”). The Company and Buyer may be collectively referred to herein as the “Parties” and individually as a “Party.”
Registration Rights AgreementRegistration Rights Agreement • November 15th, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2023 (the “Effective Date”), between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Buyer”). The Company and the Buyer may be referred to herein individually as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • November 15th, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Florida
This Voting Agreement, dated as of the date first set forth above (this “Agreement”), is entered into by and between Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Buyer”), Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Shareholder” and, collectively, the “Company Shareholders”). Buyer, the Company and each Company Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties”.
COMMON STOCK PURCHASE WARRANT Grom Social Enterprises, Inc.Common Stock Purchase Warrant • November 15th, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Generating Alpha Ltd., or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date as set forth above and on or prior to the close of business on the fifth annual anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Grom Social Enterprises, Inc., a Florida corporation (the “Company”), the number of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”) as set forth above. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
