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”).
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.
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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2022 • Genius Group LTD • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2022, between Genius Group Limited, a Singapore public limited company (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • August 26th, 2022 • Genius Group LTD • Services-educational services • New York
This SECURITY AGREEMENT, dated as of August 26, 2022 (as it may be amended or restated from time to time, this “Agreement”), is by and among Genius Group Limited, a Singapore public limited company (the “Company”), the Guarantors from time to time party hereto (such Guarantors, together with the Company, the “Grantors”), the holders of the Company’s Senior Secured Convertible Notes due February 26, 2025, in the original aggregate principal amount of $18,130,000 (collectively, the “Notes”) that are signatories hereto (together with their endorsees, transferees and assigns, the “Buyers”), and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as collateral agent for the Buyers (“Collateral Agent” and collectively with the Buyers, the “Secured Parties”).
