Form of Grant of Stock Appreciation Rights

Exhibit 10.40

GROM SOCIAL ENTERPRISES, INC.
2020 EQUITY INCENTIVE PLAN

GRANT OF STOCK APPRECIATION RIGHTS

Dear [__________]:

On [__________, 20__], the Compensation Committee approved a grant of Stock Appreciation Rights (“SARs”) to you pursuant to the Grom Social Enterprises, Inc. 2020 Equity Incentive Plan (the “Plan”).

You are granted [__________] SARs of Grom Social Enterprises, Inc. [__________, 20__] is the Grant Date and the fair market value of a share of Grom Social Enterprises, Inc. as of such Grant Date is [$_____].

The Stock Appreciation Rights vest in annual installments of [insert percentage]%, with the first vesting on [insert date]:

SARs may be exercised at any point in time between the Vesting Date and [insert date – specified date not to exceed 10 years from Grant Date]. Upon exercise, and subject to applicable tax withholding, you will be entitled to the difference between the fair market value of a share of Grom Social Enterprises, Inc. on the exercise date and [insert Grant Date fair market value], multiplied by the number of SARs exercised. This amount will be paid to you in [cash/shares].

If I am an employee, I acknowledge and agree that applicable tax withholding shall be accomplished by having Grom Social Enterprises, Inc. withhold shares having a fair market value equal to the minimum statutory total tax obligations.

The SARs granted to you are subject to and governed by the terms of the Plan generally.

IN WITNESS WHEREOF, Grom Social Enterprises, Inc. has caused this Grant Agreement to be duly executed by its officers thereunto duly authorized, and the Grantee has hereunto set his hand and seal, all on the day and year first above written.

ATTEST:

GRANTEE