Material Agreement Form 8 K

As previously reported, on November 9, 2023, Grom Social Enterprises, Inc., a Florida corporation (the "Company"), entered into a Securities Purchase Agreement, as amended on November 20, 2023 and March 11, 2024 (the "November 2023 SPA") with Generating Alpha Ltd., a Saint Kitts and Nevis Corporation (the "Generating Alpha"), pursuant to which the Company has agreed to sell two convertible promissory notes of the Company (the "November 2023 Notes"), with each November 2023 Note having an initial principal amount of $4,000,000, for a price of $3,640,000 per November 2023 Note. In connection with the purchase and sale of the November 2023 Notes, the Company has agreed to issue to Generating Alpha warrants to acquire a total of 3,028,146 shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock").

Also as previously reported, on April 1, 2024, the Company entered into a Securities Purchase Agreement, as amended on April 24, 2024 (the "April 2024 SPA," and together with the November 2023 SPA, the "Purchase Agreements") with Generating Alpha, pursuant to which the Company has agreed to sell a convertible promissory note of the Company (the "April 2024 Note"), having an initial principal amount of $650,000, for a price of $520,000. In connection with the purchase and sale of the April 2024 Note, the Company has agreed to issue to Generating Alpha a common stock purchase warrant to acquire a total of 962,962 shares of the Common Stock.

On July 18, 2024, the Company entered into a consent and waiver (the "Waiver") to November 2023 SPA and April 2024 SPA with Generating Alpha, pursuant to which Generating Alpha consented to a proposed financing that the Company intends to pursue (the "Financing") and waived any and all restrictions or prohibitions in the Purchase Agreements and all other transaction documents relating to the Financing. As consideration for the Waiver, the Company agreed to the following: (i) 35% of net proceeds received from the Financing will be utilized to repay the principal balances outstanding on the December 2023 Note and April 2024 Note, and the repayments are subject to the 130% optional redemption right under Section 4.1 of the December 2023 Note and the April 2024 Note; (ii) the Company shall use its best efforts to obtain approval of The Nasdaq Stock Market LLC ("Nasdaq") to reset the conversion floor price of the November 2023 Notes to 20% of Nasdaq Official Closing Price as of the date of the Waiver, (iii) a one-time issuance of a pre-funded warrant (the "Pre-Funded Warrant") to purchase $750,000 worth of shares of Common Stock at an exercise price of $0.0001 to Generating Alpha, in a form substantially similar to the warrants issued pursuant to the April 2024 SPA, and (iv) waive the requirement to reinvest a percentage of any realized net profit as defined under Section 6.09 of the November 2023 SPA.