REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2022 • Genius Group LTD • Services-educational services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 24, 2022, by and between Genius Group Limited, a Singapore public limited company (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).
PRE-FUNDED SERIES 2024-B ORDINARY SHARE PURCHASE WARRANT GENIUS GROUP LIMITEDGenius Group LTD • January 3rd, 2024 • Services-educational services • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genius Group Limited, a Singapore public limited corporation (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2024 • Genius Group LTD • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January [__], 2024, between Genius Group Limited, a Singapore public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between GENIUS GROUP LIMITED and BOUSTEAD SECURITIES, LLC as Representative of the Several Underwriters GENIUS GROUP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2022 • Genius Group LTD • Services-educational services • New York
The undersigned, Genius Group Limited, a public limited company formed under the laws of Singapore (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Genius Group Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractGenius Group LTD • April 14th, 2022 • Services-educational services • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.
Management Agreement Between Genius Group Ltd And JEREMY HARRISManagement Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • August 27th, 2024 • Genius Group LTD • Services-prepackaged software • New York
Genius Group Limited, Limited, a Singapore public limited company (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 20th, 2021 • Genius Group LTD • Services-educational services • California
This Second Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 30th day of September 2021, by and among: SANDRA JOHNSON AND MARCO JOHNSON, residents of the State of California (collectively, “Seller”), UNIVERSITY OF ANTELOPE VALLEY, INC., a California corporation (“UAV”), GENIUS GROUP LIMITED, a corporation organized under the laws of the Republic of Singapore (“Purchaser”), and UNIVERSITY OF ANTELOPE VALLEY, LLC, a California limited liability company (“UAV Property Company”).
DIRECTOR AGREEMENTDirector Agreement • May 15th, 2024 • Genius Group LTD • Services-educational services
This Director Agreement (the “Agreement”) is made and entered into as of October 16th , 2023, by and between Genius Group , Singaporean company (the “Company”), and Salim Ismail (ID Card No.: _______________) (the “Director”).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • July 26th, 2024 • Genius Group LTD • Services-prepackaged software • New York
Genius Group Limited, Limited, a Singapore public limited company (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2024 • Genius Group LTD • Services-educational services
Re: Securities Purchase Agreement, dated as of January [__], 2024 (the “Purchase Agreement”), between Genius Group Limited (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
THIS EXTENDING LETTER is made this 30 day of September 2021 BETWEEN:Share Purchase Agreement • October 20th, 2021 • Genius Group LTD • Services-educational services
Genius Group Ltd (the “Purchaser”), a public company duly organised and operating under the Laws of Singapore, having its registered seat at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton
THIS EXTENDING LETTER is made this 30 day of September 2021 BETWEEN: Hereinafter referred to as a “Seller” or “Party”, and collectively, “the Sellers” or “the Parties”). WHEREAS NOW IT IS AGREED as follows: AGREED by the Parties hereto the day and...Share Purchase Agreement • October 20th, 2021 • Genius Group LTD • Services-educational services
Genius Group Ltd (the “Purchaser”) having its business address at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton
Genius Group Enters into a Securities Purchase Agreement for US$18.13 Million Private Placement August 25, 2022 07:00 AM Eastern Daylight TimeGenius Group LTD • August 26th, 2022 • Services-educational services
SINGAPORE--(BUSINESS WIRE)--Genius Group Limited (“Genius Group” or the “Company”) (NYSE American: GNS), a world-leading entrepreneur Edtech and education group, has entered into a Securities Purchase Agreement (the “Purchase Agreement”) for the sale of US$18.13 million principal amount of Senior Secured Convertible Notes (the Notes”) in a private placement with an institutional investor (the “Purchaser”) for a purchase price of US$17 million (the “Purchase Price”). The closing of the sale of the Note is subject to certain customary closing conditions and is expected to occur on or about August 26, 2022.
Non-Exec Directors AgreementNon-Exec Directors Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services
This Board of Directors Services Agreement (the “Agreement”), dated January 1 2020, is entered into between Genius Group Pte Ltd, a Singapore Registered Company (GG), and Nic Lim Kah Wui (NL), an individual with a principal place of residence at 9 Gentle Drive, Singapore 309212
Loan Agreement DATED AS OF APRIL 19, 2022Loan Agreement • April 22nd, 2022 • Genius Group LTD • Services-educational services
By And Between: Genius Group Ltd (the “Lender”), a public company duly organized and operating under the Laws of Singapore under registration number 201541844C, having its registered seat at 8 Amoy Street, #01-01 Singapore
THIS EXTENDING LETTER no 4 is made this 24 day of March 2022 BETWEEN:Extending • March 25th, 2022 • Genius Group LTD • Services-educational services
ORDINARY SHARE PURCHASE WARRANT GENIUS GROUP LIMITEDSecurity Agreement • April 29th, 2024 • Genius Group LTD • Services-educational services • New York
THIS ORDINARY PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Investor or its 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on April 29, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genius Group Limited, a Singapore public limited company (the “Company”), up to 8,945,000 Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THIS EXTENDING LETTER no 4 is made this 24 day of March 2022 BETWEEN:Extending • March 25th, 2022 • Genius Group LTD • Services-educational services
THIS EXTENDING LETTER is made this 28 day of July 2021 BETWEEN: (together the “Parties” and individually each a “Party”) WHEREAS NOW IT IS AGREED as follows: AGREED by the Parties hereto the day and year first above written Genius Group Ltd.Share Purchase Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services
Genius Group Ltd (the “Purchaser”), a public company duly organised and operating under the Laws of Singapore, having its registered seat at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton.
NINTH AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 25th, 2022 • Genius Group LTD • Services-educational services
This Ninth Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 18th day of May 2022, by and among: SANDRA JOHNSON AND MARCO JOHNSON, residents of the State of California (collectively, “Seller”), UNIVERSITY OF ANTELOPE VALLEY, INC., a California corporation (“UAV”), GENIUS GROUP LIMITED, a corporation organized under the laws of the Republic of Singapore (“Purchaser”), and UNIVERSITY OF ANTELOPE VALLEY, LLC, a California limited liability company (“UAV Property Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services
Genius Group Ltd (the “Purchaser”) having its business address at 3 Temasek Avenue 18-15 The Great Room Centenial Tower Singapore 039190 represented by Roger James Hamilton
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 26th, 2022 • Genius Group LTD • Services-educational services • New York
This SUBSIDIARY GUARANTY (this “Agreement”), dated as of August 26, 2022, is made by and among each of the undersigned Guarantors (collectively, the “Guarantors” and each of them a “Guarantor”) and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, as agent for the Holders (as defined below) (in such capacity and together with any successors in such capacity, the “Collateral Agent”).
TRANSACTION CLOSING DOCUMENT DATED July 7, 2022Stock Purchase Agreement • September 9th, 2022 • Genius Group LTD • Services-educational services
Seller, UAV, Purchaser and UAV Property Company (solely with respect to Section 1.2(b) of the Purchase Agreement) entered into that certain Stock Purchase Agreement dated as of March 22, 2021, the Amendment to Stock Purchase Agreement dated as of July 29, 2021, the Second Amendment to Stock Purchase Agreement dated September 30, 2021, the Third Amendment to Stock Purchase Agreement dated November 22, 2021, the Fourth Amendment to Stock Purchase Agreement dated December 21, 2021, the Fifth Amendment to Stock Purchase Agreement dated January 23, 2022, the Sixth Amendment to Stock Purchase Agreement dated February 25, 2022, the Seventh Amendment to Stock Purchase Agreement dated March 22, 2022, the Eighth Amendment to Stock Purchase Agreement dated April 18, 2022 and the Ninth Amendment to Stock Purchase Agreement dated May 18, 2022 (collectively, “Stock Purchase Agreement”).
FIFTH AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 25th, 2022 • Genius Group LTD • Services-educational services
This Fifth Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 23rd day of January 2022, by and among: SANDRA JOHNSON AND MARCO JOHNSON, residents of the State of California (collectively, “Seller”), UNIVERSITY OF ANTELOPE VALLEY, INC., a California corporation (“UAV”), GENIUS GROUP LIMITED, a corporation organized under the laws of the Republic of Singapore (“Purchaser”), and UNIVERSITY OF ANTELOPE VALLEY, LLC, a California limited liability company (“UAV Property Company”).
EIGHTH AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 25th, 2022 • Genius Group LTD • Services-educational services • New York
This Eighth Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 18th day of April 2022, by and among: SANDRA JOHNSON AND MARCO JOHNSON, residents of the State of California (collectively, “Seller”), UNIVERSITY OF ANTELOPE VALLEY, INC., a California corporation (“UAV”), GENIUS GROUP LIMITED, a corporation organized under the laws of the Republic of Singapore (“Purchaser”), and UNIVERSITY OF ANTELOPE VALLEY, LLC, a California limited liability company (“UAV Property Company”).
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B c/o Ayrton Capital LLCSecurities Purchase Agreement • March 29th, 2023 • Genius Group LTD • Services-educational services
This letter shall automatically be rescinded, without any further notice from Holder, if any Specified Default (as defined in the Amendment Agreement) or Conversion Failure occurs under the Note.
THIS DEED OF AMENDMENT AND RESTATEMENT is made on 30 April 2022 BETWEEN:Share Purchase Agreement • July 25th, 2022 • Genius Group LTD • Services-educational services
Genius Group Ltd, a Singapore Registered Company (“GG”), with its registered office at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton;
THIS EXTENDING LETTER is made this 17 day of December 2021 BETWEEN: (A) Genius Group Ltd , a public company duly organised and operating under the Laws of Singapore, having its registered seat at 8 Amoy Street, #01-01 Singapore 049950 represented by...Extending • December 30th, 2021 • Genius Group LTD • Services-educational services
EIGHTH AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 22nd, 2022 • Genius Group LTD • Services-educational services • New York
This Eighth Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 18th day of April 2022, by and among: SANDRA JOHNSON AND MARCO JOHNSON, residents of the State of California (collectively, “Seller”), UNIVERSITY OF ANTELOPE VALLEY, INC., a California corporation (“UAV”), GENIUS GROUP LIMITED, a corporation organized under the laws of the Republic of Singapore (“Purchaser”), and UNIVERSITY OF ANTELOPE VALLEY, LLC, a California limited liability company (“UAV Property Company”).
VOTING AGREEMENTVoting Agreement • August 26th, 2022 • Genius Group LTD • Services-educational services • New York
Voting Agreement (this “Agreement”), dated August 26, 2022, by and among Genius Group Limited, a Singapore public limited company (the “Company”) and the Stockholders listed on the signature pages hereto under the heading “Stockholders” (each a “Stockholder” and collectively, the “Stockholders”).
THIS EXTENDING LETTER is made this 30 day of September 2021 BETWEEN: (together the “Parties” and individually each a “Party”) WHEREAS NOW IT IS AGREED as follows:Share Purchase Agreement • October 20th, 2021 • Genius Group LTD • Services-educational services
THIS EXTENDING LETTER NO. 4 is made this 24 day of March 2022 BETWEEN:Share Purchase Agreement • March 25th, 2022 • Genius Group LTD • Services-educational services
Non-Exec Directors Agreement Between Genius Group Ltd And Richard J BermanNon-Exec Directors Agreement • January 25th, 2022 • Genius Group LTD • Services-educational services
This Board of Directors Services Agreement (the “Agreement”), dated January 1 2022, is entered into between Genius Group Ltd (GG), a Singapore Registered Company, and Richard J Berman (RJB), an individual with a principal address at 420 Lexington Avenue Suite 1402, New York, New York 10170.
