Exhibit 10.10


 


 
Loan Agreement


 


  DATED
AS OF APRIL 19, 2022




 


	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
	 	 
	 	AND
	 	 
	 	E-Squared  Education  Enterprises  (Pty)  Ltd.  (the  “Borrower”),
    a  private  company  duly incorporated and registered in accordance with
    the relevant  Laws of the Republic of South Africa, with registered address at 1 Govan Mbeki Avenue, Medscheme House, Port
    Elizabeth, Eastern Cape 6001 under the registration no 2002/020554/07.


 


Whereas:Borrower
requires funds, which shall support growth of the group of business


 


Whereas:
The Parties entered into the Conditional Share Purchase Agreement and after the execution the Borrower will be part of the same group
of the companies as the Lender which plans to continue its growth rate through integration of schools, colleges, universities and education
companies with its online platform; and


 


 


Whereas:Lender
is willing to make a loan to Borrower, all subject to and in accordance with the terms of this Agreement;


 


Therefore,
The Parties Have Made Condition And Agreed As Follows:


 





	1	The Loan 



 


	1.1	Upon
                                            the terms and conditions set forth in this Agreement, Lender agrees to loan to Borrower the
                                            principal amount of ZAR 4,000 000 (four million ZAR) (the “Loan”).



 


	1.2	The Loan will be made available to Borrower
                                          no later than 31 May 2022 by means of one bank transfer to the Borrower’s account with
                                          the “Loan Date” being the actual date on which the bank transfer takes place.



 


	2.	Interest 



 


	2.1	The Loan will be interest
                                            free.






 






     


     


    

 


	3.	Repayment 



 


	3.1	This Loan Agreement shall
                                            be effective from the Loan Date and the Loan shall be repaid at the end of the 5 year term
                                            commencing on the Loan Date.



 


	4.	Specified Purpose
                                            of Loan 



 


	4.1	The Parties hereby confirm and agree that Borrower requested
                                          the Loan for the sole purpose of using all of said Loan to finance its activity in the ordinary
                                          course of business, including making financing available to one or more of its subsidiaries,
                                          to finance their activity in the ordinary course of business (the “Specified Purpose”).



 


	4.2	Borrower hereby undertakes
                                            to use the Loan solely for the Specified Purpose and not to use any part of the Loan for
                                            any purpose other than the Specified Purpose.



 


	4.3	Borrower hereby recognizes
                                            and acknowledges that Lender’s consent to make the Loan to Borrower in accordance with
                                            the terms hereof is inter alia subject to and in reliance upon Borrower’s undertaking
                                            as set forth in Section 4.2 above, which is a fundamental condition of this Agreement.



 


	5.	Borrower’s
                                            General Covenants 



 


	5.1	Borrower shall keep proper
                                            records and books of account in accordance with generally accepted accounting principles
                                            consistently applied, and shall maintain, preserve and keep all of its properties and assets
                                            in good working order and condition, subject to ordinary wear and tear.



 


	5.2	Other than in the ordinary course of business or otherwise
                                          as agreed to in writing by the Lender, on a case by case basis, Borrower shall not create,
                                          incur, or assume any indebtedness, nor shall it create incur, assume or suffer any mortgage,
                                          pledge, lien, security interest, charge or encumbrance of any kind or nature in or upon any
                                          of its property or assets, whether now owned or hereafter acquired, nor shall it sell, lease,
                                          assign, transfer or otherwise dispose of any of its assets, including its accounts receivable.



 


	6.	Representations and
                                            Warranties 



 


Borrower hereby represents
and warrants to Lender as follows:


 


	6.1	that it is duly organized
                                            and existing under the laws of South Africa, with the requisite corporate or other power
                                            to own and operate its properties and assets, and to carry on its business as presently conducted
                                            and to execute and perform its obligations under this Agreement;



 


	6.2	that this Agreement is valid and binding upon it and it is
                                          bound by it and obliged to act in accordance with its terms; and that the execution and performance
                                          by it of this Agreement, and compliance therewith, and the consummation of the transactions
                                          contemplated by this Agreement will not result in any violation of and will not conflict with,
                                          or result in a breach of any of the terms of, or constitute a default under, any document,
                                          other obligation, law, regulation or order to which it is or will be party or by which it is
                                          or will be bound;



 


	6.3	that all actions on its
                                            part and on the part of its directors, required for the authorization, execution, and performance
                                            by it, of this Agreement, and the consummation of all the transactions contemplated herein,
                                            have been obtained, or that they will be obtained within 30 days of the date hereof and until
                                            such time as they are obtained no use will be made of the Loan, which will, until such time,
                                            be deemed held in trust for Lender by Borrower;



 


	7.	Events of Default
                                            



 


The occurrence and continuation
of any of the following events shall be considered an Event of Default upon the occurrence of which the entire unpaid balance of the
Loan and Interest, and all reasonable costs of collection, including reasonable attorney fees and expenses, shall become immediately
due and payable:


 


	7.1	Borrower shall fail to
                                            make any payment which it is obliged to make under the terms of this Agreement and such failure
                                            is not fully remedied within thirty (30) days after the occurrence thereof;



 


	7.2	Borrower shall default in the performance of any material covenant
                                          or obligation contained herein or in any other agreement, debenture, pledge, promissory note
                                          or other instrument of indebtedness with Lender and such default is not remedied within thirty
                                          (30) days after the occurrence thereof;






 






     


     


    

 


	7.3	Borrower uses and/or attempts
                                            and/or permits use of the Loan, or any part thereof, for any purpose other than the Specified
                                            Purpose;



 


	7.4	any representation or warranty made by or on behalf of Borrower
                                          to Lender, howsoever in connection with the Loan and/or this Agreement, shall at any time prove
                                          to have been incorrect or misleading;



 


	7.5	any proceedings seeking to declare Borrower bankrupt, or insolvent,
                                          or seeking liquidation, winding up, reorganization, arrangement with creditors, composition
                                          of debts or any other similar proceedings shall be initiated against Borrower, and such proceeding
                                          shall not be dismissed within thirty (30) days;



 


	7.6	any event shall occur
                                            materially affecting the ability of Borrower to repay the Loan and pay the Interest under
                                            the terms of this Agreement.



 


	8.	Miscellaneous 



 


	8.1	No Amendment to this Agreement,
                                            or any part thereof, shall be valid or binding upon the Parties unless drawn up in writing
                                            and signed by both Parties.



 


	8.2	In case any provision
                                            of the Agreement shall be declared invalid, illegal or unenforceable, the validity, legality
                                            and enforceability of the remaining provisions shall not in any way be affected or impaired
                                            thereby and shall continue in full force and effect.



 


	8.3	This Agreement constitutes
                                            the entire agreement between the parties with respect to the subject matter hereof and replaces
                                            any previous agreements between the parties, if at all, whether written or verbal, pertaining
                                            to any of the subject-matter hereof.



 


	8.4	This Agreement shall be
                                            governed by and construed in accordance with the laws of Singapore.



 


	8.5	Notices sent by one party
                                            to the other under this Agreement will be sent by registered mail to the addresses specified
                                            herein, delivered by hand, or delivered by e-mail.



 


	8.6	This Agreement may be executed
                                            in any number of counterparts, in original or by facsimile, and each such counterpart hereof
                                            shall be deemed to be an original instrument, but all such counterparts together shall constitute
                                            one and the same agreement.



 


In
Witness Whereof The Parties Have Executed This


 


Loan
Agreement On The Date First Above Written:


 


SIGNED for and on behalf of


Genius Group Limited


By: Roger Hamilton





	/s/ Roger Hamilton	 




 


SIGNED by for and on behalf
of


E-Squared Education Enterprises
(Pty) Ltd


By:





	/s/ Lili Magdalena Niemann	 









Lili Magdalena Niemann