PRE-FUNDED SERIES 2024-B ORDINARY SHARE PURCHASE WARRANT GENIUS GROUP LIMITEDOrdinary Share Purchase Warrant • January 3rd, 2024 • Genius Group LTD • 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”).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT GENIUS Group LimitedPlacement Agent Ordinary Share Purchase Warrant • January 3rd, 2024 • Genius Group LTD • Services-educational services • New York
THIS PLACEMENT AGENT 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of April 19, 2023, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
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”)
