0001104659-21-111136 Sample Contracts

Management Agreement Between Genius Group Ltd And JEREMY HARRIS
Management Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services
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AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services • California

This Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 29th day of July 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”).

THIS EXTENDING LETTER is made this 5 day of August 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 SIGNED by: 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

THIS EXTENDING LETTER is made this 5 day of August 2021 BETWEEN: Hereinafter referred to as a “Seller” or “Party”, and collectively, “the Sellers” or “the Parties”). WHEREAS NOW IT IS AGREED as follows:
Share Purchase Agreement • August 31st, 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

Non-Exec Directors Agreement
Non-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

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.

SHARE PURCHASE AGREEMENT
Share 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 AGREEMENT
Asset Transfer Agreement • August 31st, 2021 • Genius Group LTD • Services-educational services
Non-Exec Directors Agreement
Non-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 Anna Gong (AG), an individual with a principal place of residence at

Non-Exec Directors Agreement
Non-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 Patrick Grove (PG), an individual with a principal place of residence at

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