Exhibit 4.1


 


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.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR
TO APRIL 14, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, APRIL 13, 2027.


 


UNDERWRITER’S WARRANT


 


FOR THE PURCHASE OF 188,181 ORDINARY SHARES


 


OF


 


genius
group limited


 


1. Purchase Warrant. THIS CERTIFIES THAT,
pursuant to that certain Underwriting Agreement by and between GENIUS GROUP LIMITED, a Singapore company (the “Company”),
on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand, dated April 11, 2022 (the “Underwriting
Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from April 14,
2022 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on April 13, 2027 (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 188,181 ordinary shares (the
 “Shares”) of the Company, no par value per ordinary share (the “Ordinary Shares”), subject to adjustment
as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by
law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
this Purchase Warrant. This Purchase Warrant is initially exercisable at $7.50 per Ordinary Share; provided, however, that
upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant,
including the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted
exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein
shall have the meaning ascribed to them in the Underwriting Agreement.


 


2. Exercise.


 


2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly executed
and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary Shares
being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified
check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date,
this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 






    1


     


    

 


2.2 Cashless Exercise.
If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not
available for the issuance of the Shares to the Holder, then this Purchase Warrant may also be exercised, in whole or in part, at such
time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = as applicable:
(i) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form if such exercise form
is (1) both executed and delivered pursuant to Section 2.1 hereof on a day that is not a trading day or (2) both executed
and delivered pursuant to Section 2.1 hereof on a trading day prior to the opening of “regular trading hours” (as defined
in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such trading day, (ii) at the option
of the Holder, either (y) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form
or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s
execution of the applicable exercise form if such exercise form is executed during “regular trading hours” on a trading day
and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a trading day) pursuant to Section 2.1 hereof or (iii) the Fair Market Value on the date of the applicable exercise form
if the date of such exercise form is a trading day and such exercise form is both executed and delivered pursuant to Section 2.1
hereof after the close of “regular trading hours” on such trading day; 


 


(B) = the Exercise Price
of this Purchase Warrant, as adjusted hereunder; and


 


(X) = the
number of Ordinary Shares underlying the Purchase Warrant that would be issuable upon exercise of this Purchase Warrant in accordance
with the terms of this Purchase Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If Shares are issued in such
a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Shares
shall take on the registered characteristics of the Purchase Warrants being exercised. The Company agrees not to take any position contrary
to this Section 2.2.


 


Notwithstanding anything herein
to the contrary, on the Expiration Date, this Purchase Warrant shall be automatically exercised via cashless exercise pursuant to this
Section 2.2.


 


“Bid Price” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading
Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a trading
day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are
then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Share
as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Purchase Warrants then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Fair Market Value”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the common stock is then listed
or quoted on a Trading Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on such Trading
Market on which the common stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, (b)  if OTCQB or OTCQX
is not an Trading Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on the OTCQB or OTCQX
on which the common stock is then quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time)
to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, as applicable, (c) if the common stock
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the common stock are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the “OTC
Markets Group”, the value shall be deemed to be the highest intra-day or closing price on any trading day on the Pink Sheets on
which the common stock is then quoted as reported by OTC Markets Group (based on a Trading Day from 9:30 a.m. (New York City time)
to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, or (d) in all other cases, the fair
market value of a share of common stock as determined by an independent appraiser selected in good faith by the Holder and reasonably
acceptable to the Company.


 






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“Trading Market”
means the NASDAQ Stock Market LLC, or any of the following other markets or exchanges on which the Ordinary Shares are listed or quoted
for trading on the date in question: the NYSE American, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).


 


Upon a cashless exercise of
this Purchase Warrant pursuant to this Section 2.2 the Ordinary Shares to be issued to Holder shall be paid up out of any of the
Company's freely distributable reserves, other than share premium reserves maintained by the Company for the benefit of holders of preferred
shares, or out of any of the Company's statutory reserves which may be converted into share capital, to be determined by the Company's
board of directors in its sole discretion. A cashless exercise of this Purchase Warrant pursuant to this Section 2.2 shall only be
permitted to the extent the Company has sufficient freely distributable reserves, other than share premium reserves maintained by the
Company for the benefit of holders of preferred shares, or reserves which may be converted into share capital.


 


2.3 Legend. Each certificate
for the securities purchased under this Purchase Warrant shall bear the following legends unless such securities have been registered
under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration under the Act:


 


(i) “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE
LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN
THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


 


(ii) Any legend required by the securities
laws of any state to the extent such laws are applicable to the Shares represented by a certificate, instrument, or book entry so legended.


 


3. Transfer.


 


3.1 General Restrictions.
The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell,
transfer, assign, pledge or hypothecate this Purchase Warrant (or any Shares issuable upon the exercise of this Purchase Warrant) for
a period of one hundred eighty (180) days following the effective date of the Registration Statement (the “Effective Date”)
to anyone other than: (i) the Underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or
partner of the Underwriter or of any such selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause
this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in
FINRA Rule 5110(e)(2). On and after that date that is one hundred eighty (180) days after the Effective Date, transfers to others
may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together
with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business
Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants
of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Ordinary Shares purchasable
hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2 Restrictions Imposed
by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has
received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration under
the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company,
(ii) a registration statement or a post-effective amendment to the registration statement relating to the offer and sale of such
securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and includes
a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights pursuant
to Section 4.1 herein, relating to the offer and sale of such securities has been filed and declared effective by the
Commission and compliance with applicable state securities law has been established.


 






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4. Registration Rights.


 


4.1 “Piggy-Back”
Registration. At any time after 180 days from the date hereof that all of the Shares may not be resold by the Holder pursuant to an
exemption from registration under the Securities Act upon exercise on a cashless basis and unless all of the Ordinary Shares underlying
the Purchase Warrant (collectively, the “Registrable Securities”) are included in an effective registration statement
with a current prospectus, the Holder shall have the right, until the Expiration Date, or the maximum time allowable under FINRA Rule 5110(g)(8),
whichever is the earlier, to include the remaining Registrable Securities as part of any other registration of securities filed by the
Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Forms S-8,
F-3, F-4 or any equivalent forms); provided, however, that if, solely in connection with any primary underwritten public offering
for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the
number of Registrable Securities which may be included in the registration statement because, in such underwriter(s)’ judgment,
marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated
to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested
inclusion hereunder as the underwriter shall reasonably permit; and further provided that no such piggy-back rights shall
exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise
provisions of this Purchase Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable
Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities
unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities
in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written
notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The
Holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice,
within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise
provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.1.


 


4.2 General Terms.


 


4.2.1 Expenses of Registration.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4 hereof, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities.


 


4.2.2 Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Underwriter contained in Section 5 of the Underwriting Agreement.


 


4.2.3 Exercise of Purchase
Warrant. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase
Warrant prior to or after the initial filing of any registration statement or the effectiveness thereof.


 






    4


     


    

 


4.2.4 Documents to be Delivered
by Holder(s). Each of the Holder(s) participating in any registration statement filed by the Company shall furnish to the
Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.2.5 Damages. Should
the registration or the effectiveness thereof required by Section 4 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to
the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of
posting bond or other security.


 


5. New Purchase Warrants to be Issued.


 


5.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of
Ordinary Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and
of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like
tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


 


6. Adjustments.


 


6.1 Adjustments to Exercise
Price and Number of Ordinary Shares. The Exercise Price and the number of Ordinary Shares underlying this Purchase Warrant shall be
subject to adjustment from time to time as hereinafter set forth:


 


6.1.1 Share Dividends; Split
Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split up of Ordinary Shares or other similar event,
then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be increased in proportion to such increase
in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2 Aggregation of Ordinary
Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the
effective date thereof, the number of Ordinary Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding
Ordinary Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3 Replacement of Ordinary
Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares other than
a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the par value
of such Ordinary Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another
corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise
of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior
to such event, the kind and amount of ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by
a Holder of the number of Ordinary Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event;
and if any reclassification also results in a change in Ordinary Shares covered by Section 6.1.1 or Section 6.1.2,
then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section 6.1.3.
The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share
reconstructions or amalgamations, or consolidations, sales or other transfers.


 






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6.1.4        Fundamental
Transaction. If, at any time while this Purchase Warrant is outstanding, (i) the Company, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of
its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or
exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary
Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spinoff or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of
the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated
or affiliated with, the other Persons making or party to such stock or share purchase agreement or other business combination) (each a
 "Fundamental Transaction"), then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right
to receive, for each Ordinary Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional or alternative consideration (the "Alternative Consideration") receivable as a result of such Fundamental
Transaction by a holder of the number of Ordinary Shares for which this Purchase Warrant is exercisable immediately prior to such Fundamental
Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternative Consideration based on the amount of Alternative Consideration issuable in respect of one Ordinary Share in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternative Consideration. If holders of Ordinary Shares are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to
the Alternative Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the "Successor Entity")
to assume in writing all of the obligations of the Company under this Purchase Warrant, and to deliver to the Holder in exchange for this
Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Purchase Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Purchase Warrant prior to such Fundamental Transaction,
and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock (but taking into account the relative
value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares
of capital stock and such exercise price being for the purpose of protecting the economic value of this Purchase Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant
and the other Transaction Documents referring to the "Company" shall refer instead to the Successor Entity), and may exercise
every right and power of, the Company and shall assume all of the obligations of the Company, under this Purchase Warrant and the other
Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. “Transaction Documents”
shall mean the Underwriting Agreement and any other agreement entered into between the Company and the Holder in connection therewith
or herewith.


 






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6.1.5   Changes in Form of
Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1,
and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Ordinary Shares as are stated
in the Purchase Warrant initially issued pursuant to the Underwriting Agreement. The acceptance by any Holder of the issuance of new Purchase
Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date
hereof or the computation thereof.


 


6.2 Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another
corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change
of the outstanding Ordinary Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute
and deliver to the Holder a supplemental Purchase Warrant providing that the Holder of each Purchase Warrant then outstanding or to be
outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase
Warrant, the kind and amount of Ordinary Shares and other securities and property receivable upon such consolidation or share reconstruction
or amalgamation, by a holder of the number of Ordinary Shares of the Company for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall
provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision
of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3 Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Ordinary Shares upon the exercise of
the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest
whole number of Ordinary Shares or other securities, properties or rights.


 


7. Reservation and Listing. The Company
covenants and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor, in accordance with the terms
hereby, all Ordinary Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use
its commercially reasonable efforts to cause all Ordinary Shares issuable upon exercise of this Purchase Warrant to be listed (subject
to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor quotation
system) on which the Ordinary Shares issued to the public in the Offering may then be listed and/or quoted (if at all).


 


8. Certain Notice Requirements.


 


8.1 Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice
as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.
If, however, at any time prior to the expiration of this Purchase Warrant and its exercise, any of the events described in Section 8.2 shall
occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date
fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination of the shareholders
entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books,
as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders
of the Company at the same time and in the same manner that such notice is given to the shareholders.


 


8.2 Events Requiring Notice.
The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer
to all the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all
or substantially all of its property, assets and business shall be proposed.


 






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8.3 Notice of Change in
Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing
the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial
Officer.


 


8.4 Transmittal of Notices.
All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been
duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses and contact information for
the Holder appearing on the books and records of the Company.


 


If to the Holder, then to:


 


Boustead Securities, LLC


6 Venture, Suite 265


Irvine, CA 92618


Attn: Keith Moore


Attn: Daniel J. McClory


	 	Email:	keith@boustead1828.com





dan@boustead1828.com


 


With a copy to:


 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas, 31st Floor


New York, NY 10036


	 	Attn:	Benjamin Tan, Esq.





	 	Email:	btan@srf.law


 


If to the Company:


 


Genius Group Limited


8 Amoy Street, #01-01,


Singapore 049950


Attn: Roger Hamilton


Email: roger@geniusgroup.net


 


With a copy (which shall not constitute
notice) to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York


10105


	 	Attn:	Barry Grossman, Esq.





Benjamin S. Reichel, Esq.





	 	Email:	
    bigrossman@egsllp.com

    breichel@egsllp.com



 


9. Miscellaneous.


 


9.1 Amendments. The
Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the
Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect the interest of the
Holders, in their sole and absolute discretion. All other modifications or amendments shall require the written consent of and be signed
by the party against whom enforcement of the modification or amendment is sought.


 






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9.2 Headings. The headings
contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation
of any of the terms or provisions of this Purchase Warrant.


 


9.3. Entire Agreement.
This Purchase Warrant constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5 Governing Law; Submission
to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding
or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)
and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6 Waiver, etc.
The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7 Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete
exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both,
then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


9.8 Holder Not Deemed a
Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Purchase Warrant,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Purchase
Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of share, reclassification of share, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Ordinary Shares which it is then entitled
to receive upon the due exercise of this Purchase Warrant. In addition, nothing contained in this Purchase Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchase Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


[Signature Page to Follow]


 






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IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 14th day
of April, 2022.


 


	 	GENIUS GROUP LIMITED
	 	 	 
	 	By: 	/s/
    Roger James Hamilton 
	 	 	Name: 	Roger James Hamilton
	 	 	Title:	 Chief Executive Officer


 






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EXHIBIT A


Exercise Notice


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ Ordinary Shares of GENIUS GROUP LIMITED, a Singapore company (the “Company”)
and hereby makes payment of $____ (at the rate of $____ per Ordinary Share) in payment of the Exercise Price pursuant thereto. Please
issue the Ordinary Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Ordinary Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Ordinary Shares under the Purchase Warrant for ______ Ordinary Shares, as determined
in accordance with the following formula:


 


dividing [(A-B) (X)] by (A),
where:


 


(A) = as applicable:
(i) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form if such exercise form
is (1) both executed and delivered pursuant to Section 2.1 hereof on a day that is not a trading day or (2) both executed
and delivered pursuant to Section 2.1 hereof on a trading day prior to the opening of “regular trading hours” (as defined
in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such trading day, (ii) at the option
of the Holder, either (y) the Fair Market Value on the trading day immediately preceding the date of the applicable exercise form
or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s
execution of the applicable exercise form if such exercise form is executed during “regular trading hours” on a trading day
and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a trading day) pursuant to Section 2.1 hereof or (iii) the Fair Market Value on the date of the applicable exercise form
if the date of such exercise form is a trading day and such exercise form is both executed and delivered pursuant to Section 2.1
hereof after the close of “regular trading hours” on such trading day;


 


(B) = the Exercise Price
of this Purchase Warrant, as adjusted hereunder; and


 


(X) = the
number of Ordinary Shares underlying the Purchase Warrant that would be issuable upon exercise of this Purchase Warrant in accordance
with the terms of this Purchase Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


The undersigned agrees and
acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation
shall be resolved by the Company in its sole discretion.


 


Please issue the Ordinary
Shares as to which this Purchase Warrant is exercised in accordance with the instructions given and, if applicable, a new Purchase Warrant
representing the number of Ordinary Shares for which this Purchase Warrant has not been converted.


 


Signature


 


Signature Guaranteed


 






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EXHIBIT B


 


Form to be used to assign Purchase Warrant: ASSIGNMENT


 


(To be executed by the registered Holder to effect a transfer of the
within Purchase Warrant):


 


FOR VALUE RECEIVED,           does
hereby sell, assign and transfer unto the right to purchase [●] ordinary shares of GENIOUS GROUP LIMITED, a Singapore
company (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right
on the books of the Company.


 


Dated:                  , 20__


 


Signature


 


Signature Guaranteed


 


NOTICE: The signature to this
form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered
national securities exchange.


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name:


(Print in Block Letters)


Address:


 


NOTICE: The signature to this
form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.


 






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