Exhibit 10.1

OMNIBUS AMENDMENT AGREEMENT NO. 1

This Omnibus Amendment Agreement No. 1 (this “Amendment”), dated as of April 24, 2024, by and between (i) Grom Social Enterprises, Inc., a corporation incorporated under the laws of the State of Florida (the "Company") and (ii) Generating Alpha Ltd., a Saint Kitts and Nevis company (the “Holder”).

WHEREAS:

A. The Company and the Holder executed that certain Stock Purchase Agreement dated, as of March 11, 2024 (the “Purchase Agreement”);

B. Pursuant to the Purchase Agreement, the Company issued to the Holder up to $25,000,000 of the Company’s fully registered, freely tradable common stock (the “Common Stock”) and a common stock purchase warrant, dated March 11, 2024 for 2,314,814 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Warrant Shares”) (the “Warrant”); AND

C. The Company and the Holder wish to amend the Purchase Agreement and the Warrant in certain respects.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged the Company and the undersigned Purchasers hereby agree as follows:

1. AMENDMENTS.

a. Section 2.9 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“Section 2.9 Overall Limit on Issuable Common Stock. Notwithstanding anything contained herein to the contrary, if during the Commitment Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the total number of Put Shares issuable by the Company and purchasable by the Investor pursuant to this Agreement shall not exceed that number of shares of Common Stock that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”), which calculation shall include all shares of Common Stock beneficially owned by the Investor, including, without limitation, shares of Common Stock beneficially owned pursuant to any instrument issued to or in favor of the Investor by the Company.  If such issuance of Put Shares could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Articles of Incorporation of the Company. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Put Shares in accordance with the terms and conditions hereof to the Investor or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Put Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2.9.”

b. The final paragraph in Section 2(c) of the Warrant is hereby deleted in its entirety.

2. GOVERNING LAW; MISCELLANEOUS.

a. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

b. Capitalized Terms. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement or Warrant, as applicable.

c. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

d. Counterparts; Signatures by Facsimile. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Amendment, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Amendment bearing the signature of the party so delivering this Amendment.

e. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing as provided in the Purchase Agreement.

f. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties and their successors and assigns.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

GROM SOCIAL ENTERPRISES, INC.

By: /s/ Darren Marks______________________________

GENERATING ALPHA LTD.

By: /s/ Maria Cano_______________________________

Exhibit 10.2

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of April 24, 2024 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Company, the “Parties”).

RECITALS

WHEREAS, the Company and the Buyer entered into and executed that certain Securities Purchase Agreement, dated as of April 1, 2024 (such Securities Purchase Agreement, together with all amendments, modifications, substitutions, or replacements thereof, collectively referred to as the “SPA”), pursuant to which the Company has agreed to sell a convertible promissory note of the Company (the “Note”), having an initial principal amount of $650,000, for a price of $520,000;

WHEREAS, in connection with the purchase and sale of the Note, the Company has agreed to issue to the Buyer warrants (each, a “Warrant” and collectively, the “Warrants”) to acquire a total of 962,962 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) (the issuance of the Warrants together with the purchase and sale of the Note, the “Transactions”);

WHEREAS, the Parties wish amend the SPA to include a mandatory reverse stock split covenant.

WHEREAS, the Parties have agreed to amend the SPA as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1.   Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

2.   Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the SPA, except as otherwise specifically set forth herein.

3.   Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the SPA, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.

4.   Amendments to SPA.

4.1.   The SPA is hereby amended by inserting Section 2.01(d) thereof with the following:

“Mandatory Reverse Stock Split. In the event that closing price of the Company’s Common Stock falls below $0.25 for a period of five (5) consecutive Trading Days, the Company shall promptly thereafter effect a reverse stock split.”

5.   Effect on Agreement and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions of the SPA and the other Transaction Documents shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.

6.   Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.

[Signatures on the following page]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

Exhibit 10.3

FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”) is dated effective as of April 24, 2024 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”) and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Company, the “Parties”).

RECITALS

WHEREAS, the Company and the Buyer entered into and executed that certain Securities Purchase Agreement, dated as of April 1, 2024 (such Securities Purchase Agreement, together with all amendments, modifications, substitutions, or replacements thereof, collectively referred to as the “SPA”), pursuant to which the Company has agreed to a convertible promissory note of the Company (the “Note”), having an initial principal amount of $650,000, for a price of $520,000;

WHEREAS, the Parties wish to amend the Note as set forth herein;

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Section 1.1(a) of the Note shall be amended by (i) deleting the last sentence currently thereof and (ii) adding the following sentences to the new end of such Section:

“Notwithstanding anything contained herein to the contrary, in no event shall the Conversion Price be less than $0.17 (“Conversion Floor Price”). In the event that the Trading Price is less than the Conversion Floor Price and the Holder wishes to exercise its conversion rights, the Company shall issue an additional note to the Holder, payable in cash, (with substantially similar terms as this note, but with a maturity date due within three (3) months and the option that the Buyer can request that the new note be repaid in cash) in an amount equal to (x) the difference between the Conversion Floor Price and (y) the closing Trading Price of the Common Stock on the intended Conversion Date. In such event, the Company covenants that it shall utilize up to ninety percent (90%) of the proceeds from any future financings to repay such additional note as a result of the Trading Price of the Common Stock being less than the Conversion Floor Price.”

The Note and this Amendment shall be read together and shall have the same effect as if the Note and this Amendment were contained in one document. Except as expressly modified by this Amendment, the terms and obligations of the Note and the Transaction Documents remain unchanged and the Note and Transaction Documents shall continue in full force and effect.

This Amendment shall be governed by, construed, and enforced in accordance with, the laws of Nevis, without regard to the conflict of laws principles thereof.

If you are in agreement with the foregoing, please have this Amendment executed by your authorized representative and return a copy to the undersigned.

Confirmed and Agreed to:

GENERATING ALPHA LTD.

By: /s/ Maria Cano_______________________________