Exhibit 10.1

AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS

This AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (this “Amendment”), dated as of May 20, 2021, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (the “Lender”). Each of the Company and the Lender shall be referred to collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, the Company and the Lender entered into a Securities Purchase Agreement, dated as of March 11, 2021, (“Securities Purchase Agreement”), pursuant to which the Company issued to the Lender a convertible promissory note (the “Note”) and a warrant to purchase shares of the Company’s common stock (the “Warrant” and, together with the Securities Purchase Agreement, the Note, and certain other transaction documents entered into by the Parties in connection with the transaction, the “Transaction Documents”); and

WHEREAS, the Parties desire to amend certain terms of the Transaction Documents, as set forth below.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agrees with the other as follows:

1.        Capitalized Terms. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned to such terms in the Transaction Documents.

2.        Amendment to Warrant. In order to remove the full-ratchet anti-dilution provision from the Warrant, Sections 2(d) and 3(b) of the Warrant (as well as the applicable provisions in the other Transaction Documents, if any) is hereby deleted in its entirety.

3.        Amendment to Note. In order to remove the variable conversion rate from the Note, Section 1.2(a) of the Note is hereby deleted in its entirely and replaced with the following:

“1.2 Conversion Price.

(a)       Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be $0.06 per share (the “Fixed Conversion Price”).”

The related provisions in any of the other Transaction Documents, if any, shall be amended accordingly.

4.        Full Force and Effect. Except as herein amended, the Transaction Documents shall remain in full force and effect. Upon the effectiveness of this Amendment, each reference in the Transaction Documents to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Transaction Documents, as amended by this Amendment. 

5.        Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and purposes of this Amendment.

6.        Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one Party to the other may be made by physical or electronic transmission to the applicable address and email address set forth in the Transaction Documents.

7.        Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

8.        Governing Law. The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the Transaction Documents shall govern the construction of this Amendment and the rights and remedies of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Transaction Documents to be duly executed as of the day and year first above written.

Exhibit 10.2

AMENDMENT NO. 1

TO

CONVERTIBLE PROMISSORY NOTE

This Amendment No. 1 to Convertible Promissory Note (this “Amendment”), dated as of May 21, 2021 (the “Effective Date”), is entered into by and between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Quick Capital, LLC, a Wyoming limited liability company (the “Holder”).

RECITALS

WHEREAS, the Holder is the owner of that certain Convertible Promissory Note, dated December 17, 2020 issued by the Company to the Holder (the “Original Note”);

WHEREAS, Section IV.3 of the Original Note provides that the provisions of the Original Note may only be amended by an instrument in writing signed by the Company and the Holder; and

WHEREAS, the Company and the Holder desire to amend the Original Note to change the variable conversion price contained therein to a fixed conversion price upon the request of a national exchange for the Company’s uplisting purposes.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree as follows:

AGREEMENT

(b)       Fixed Conversion Price. At any time, and from time to time, the Holder may utilize the Fixed Conversion Price for conversions of this Note into Common Stock. The Fixed Conversion Price shall be a rate per share equal to $0.04 (the “Fixed Conversion Price”). As used in this Note hereafter, “Closing Price” means, for any security as of any date, the closing bid price as reported on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQB or applicable trading market or exchange as reported by a reliable reporting service designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is quoted, listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded.

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IN WITNESS WHEREOF, the Company and the Holder have made and executed this Amendment effective as of the Effective Date.

Exhibit 10.3

AMENDMENT NO. 1

TO

COMMON STOCK PURCHASE WARRANT

This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”), dated as of May 21, 2021 (the “Effective Date”), is entered into by and between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Quick Capital, LLC, a Wyoming limited liability company (the “Holder”).

RECITALS

WHEREAS, the Holder is the owner of that certain Common Stock Purchase Warrant to purchase 1,183,197 shares of common stock, dated December 17, 2020 issued by the Company to the Holder (the “Original Warrant”);

WHEREAS, Section 9 of the Original Warrant provides that the provisions of the Original Warrant may only be amended by an instrument in writing signed by the Company and the Holder; and

WHEREAS, the Company and the Holder desire to amend the Original Warrant to remove certain anti-dilution provisions contained therein upon the request of a national exchange for the Company’s uplisting purposes.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree as follows:

AGREEMENT

(c) [Removed]

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IN WITNESS WHEREOF, the Company and the Holder have made and executed this Amendment effective as of the Effective Date.

Exhibit 10.4

AMENDMENT NO. 1 TO THE WARRANT

This AMENDMENT NO. 1 to the Warrant (as defined below) (the “Amendment”), dated as of May 22, 2021, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership (the “Investor”). Each of the Company and the Investor shall be referred to collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, the Company issued a common stock purchase warrant to Investor on April 16, 2021, for the purchase of up to 3,750,000 shares of the Company’s common stock (the “Warrant”); and

WHEREAS, the Parties desire to amend certain terms of the Warrant as set forth below.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agrees with the other as follows:

1.         Section 2(b) of the Warrant shall be deleted in its entirety.

2.         This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.         The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the Warrant, shall govern the construction of this Amendment and the rights and remedies of the parties hereto.

4.         Except as specifically modified hereby, all of the provisions of the Warrant, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Warrant to be duly executed as of the day and year first above written.

Exhibit 10.5

AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS

This AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (this “Amendment”), dated as of May 24, 2021, by and between GROM SOCIAL ENTERPRISES, Inc., a Florida corporation (the “Company”), and EMA FINANCIAL, LLC, a Delaware limited liability company (the “Lender”). Each of the Company and the Lender shall be referred to collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, the Company and the Lender entered into a Securities Purchase Agreement, dated as of November 30, 2020 (as amended as of December 17, 2020, the “Securities Purchase Agreement”), pursuant to which the Company issued to the Lender a convertible promissory note (the “Note”) and a warrant to purchase shares of the Company’s common stock (the “Warrant” and, together with the Securities Purchase Agreement, the Note, and certain other transaction documents entered into by the Parties in connection with the transaction, the “Transaction Documents”); and

WHEREAS, the Parties desire to amend certain terms of the Transaction Documents, as set forth below.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agrees with the other as follows:

1.         Capitalized Terms. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned to such terms in the Transaction Documents.

2.         Amendment to Warrant. The Warrant due to be issued to the Lender will not include full-ratchet anti-dilution provisions.

3.         Amendment to Note. In order to remove the variable conversion rate from the Note, Section 1.2(a) of the Note (as well as the applicable provisions in the other Transaction Documents, if any) is hereby deleted in its entirely and replaced with the following:

“1.2. Conversion Price.

a)       Calculation of Conversion Price. The conversion price hereunder (the “Conversion Price”) per share shall equal to $0.04 per share of Common Stock (the “Fixed Price”). So long as the requested sale may be made pursuant to Rule 144 as promulgated by the SEC (“Rule 144”), Section 4(a)(1) of the Securities Act (“Section 4(a)(1)”), or other applicable exemption, the Company agrees to accept an opinion of counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock issuable or issued to Holder on conversion of this Note, or at the Holder’s option, Company shall immediately and without delay provide an opinion of counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock pursuant to Rule 144, Section 4(a)(1), or other applicable exemption, as applicable, which opinion will be issued at the Company’s expense. In addition, the Holder shall be entitled to deduct $600.00 from the conversion amount in each Notice of Conversion to cover Holder’s legal fees associated with each Notice of Conversion.”

The related provisions in any of the other Transaction Documents, if any, shall be amended accordingly.

4.         Full Force and Effect. Except as herein amended, the Transaction Documents shall remain in full force and effect. Upon the effectiveness of this Amendment, each reference in the Transaction Documents to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Transaction Documents, as amended by this Amendment. 

5.         Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and purposes of this Amendment.

6.         Effectiveness Deadline. Unless, prior to May 28, 2021 the Company has received substantially similar amendments from all other holders of convertible securities adjusting the variable rate conversion price to a fixed price of $0.04 or greater per share then this Agreement shall be null and void.

7.         Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one Party to the other may be made by physical or electronic transmission to the applicable address and email address set forth in the Transaction Documents.

8.         Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

9.         Governing Law. The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the Transaction Documents shall govern the construction of this Amendment and the rights and remedies of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Transaction Documents to be duly executed as of the day and year first above written.

Exhibit 10.6

AMENDMENT NO. 1 TO THE WARRANT

This AMENDMENT NO. 1 to the Warrant (as defined below) (the “Amendment”), dated as of May 25, 2021 (the “Effective Date”), by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (the “Investor”). Each of the Company and the Investor shall be referred to collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, the Company issued a common stock purchase warrant to Investor on February 9, 2021, for the purchase of up to 6,250,000 shares of the Company’s common stock (the “Warrant”); and

WHEREAS, the Parties desire to amend certain terms of the Warrant as set forth below.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties agrees with the other as follows:

1.         Section 2(b) of the Warrant shall be deleted in its entirety on the Effective Date, provided, however, that if the Company does not consummate an Uplist Offering (as defined in this Amendment) by June 30, 2021, then Section 2(b) of the Warrant shall automatically be reincorporated and added back into the Warrant. “Uplist Offering” shall mean the Company’s consummation of an offering of the Company’s common stock (or units consisting of the Company’s common stock and warrants to purchase the Company’s common stock) that will result in the immediate initial listing for trading of the Company’s common stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing).

2.         This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.         The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the Warrant, shall govern the construction of this Amendment and the rights and remedies of the parties hereto.

4.         Except as specifically modified hereby, all of the provisions of the Warrant, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Warrant to be duly executed as of the day and year first above written.