Exhibit 10.1


 


FINAL EXECUTED
VERSION


 


SHARE PURCHASE AGREEMENT


 


This SHARE PURCHASE AGREEMENT (“Agreement”)
is entered into on September 26, 2022, BETWEEN:


 


Genius Group Ltd and its subsidiaries (the “Purchaser”),
a public company duly organized and operating under the Laws of Singapore, having its registered seat at 8 Amoy Street, #01-01 Singapore
049950 represented by Roger James Hamilton.


 


AND


 


Jeff Hays and Patrick Gentempo (the “Sellers”
or “Party”), who collectively own 100% of the shares of Revealed Films Inc (“RF” or the “Company”),
a Delaware Corporation by shares with a registered address at 1776 Park Ave, Suite 4-217 Park City Utah 84060 duly organized under
the Laws of Delaware and operating under the Laws of Utah as the Foreign Profit Corporation under the number 10716315-0143.


 






    


     


    

 


Table of Contents


 


	DEFINITIONS	1
	 	 
	PURCHASE AND SALE OF SALE SHARES	7
	 	 
	PURCHASE PRICE	7
	 	 
	TOP UPS AND ADJUSTMENT CALCULATION	9
	 	 
	LAW BACK CLAUSE	11
	 	 
	PUBLIC COMPANY	12
	 	 
	CONDITIONS PRECEDENT	12
	 	 
	PRE-CLOSING ACTIONS	14
	 	 
	CLOSING, DELIVERY AND PAYMENT	15
	 	 
	REPRESENTATIONS AND WARRANTIES OF RF	16
	 	 
	REPRESENTATIONS AND WARRANTIES OF PURCHASER	25
	 	 
	REPRESENTATIONS AND WARRANTIES OF SELLERS	27
	 	 
	WARRANTIES GENERALLY	29
	 	 
	INDEMNIFICATION AND DAMAGES	30
	 	 
	LIMITATION OF LIABILITY	30
	 	 
	TERMINATION	32
	 	 
	INTERIM RIGHTS OVER SALE SHARES	33
	 	 
	PURCHASER POST COMPLETION COVENANTS	34
	 	 
	CONFIDENTIALITY	35
	 	 
	FEES, TAXES AND DUTIES	36
	 	 
	DATA PROTECTION	36
	 	 
	ARBITRATION	36
	 	 
	Appendix 1	39
	 	 
	Appendix 2	40
	 	 
	Appendix 3	41




 


WHEREAS:


 


		(A)	Genius Group Ltd. (hereinafter referred
                                            to as the “Purchaser” or “GG”) is a public limited company duly incorporated
                                            and operated under the Laws of Singapore with a registered address at 8 Amoy Street, #01-01
                                            Singapore 049950 that is acquiring and integrating other companies to grow globally.



 


		(B)	Jeff Hays and Patrick Gentempo (the “Sellers”),
                                            holding 4 000 (four thousand) each of the common shares, constituting one hundred percent
                                            (100%) of the share capital of Revealed Films Inc (the “RF” or the “Company”)
                                            a Delaware Corporation by shares with a registered address at 1776 Park Ave, Suite 4-217
                                            Park City Utah 84060 duly organized under the Laws of Delaware and operating under the Laws
                                            of Utah as the Foreign Profit Corporation under the number 10716315-0143.



 


		(C)	The Purchaser desires to acquire the
                                            Shares of the Sellers. Consequently, the Purchaser has offered to acquire the Shares from
                                            the Sellers and the Sellers have agreed to sell and transfer the said Shares (free from all
                                            Encumbrances and together with all rights, title and interest therein on the terms and conditions
                                            outlined in this Agreement) to the Purchaser for the Purchase Price.



 


		(D)	The Sellers, the Company, and the Purchaser
                                            (the “Parties”) have agreed to make certain warranties, covenants and agreements
                                            in connection with the transactions contemplated by this Agreement.



 


NOW THEREFORE, in consideration of the
above recitals, the warranties, covenants and agreements contained in this Agreement and for other good and valuable consideration, the
receipt and adequacy of which are now acknowledged, the Parties agree as follows:


 


		1.	DEFINITIONS



 


		1.1.	Defined Terms: The terms below have
                                            the following meanings when used in this Agreement in capitalized form unless otherwise expressed



 


		(a)	“$”, “US Dollar”
                                            means the lawful currency of the United States;



 


		(b)	“2023 Financial Statements”
                                            means the audited financial statements of the Company including the balance sheet as of 31
                                            December 2023 and the audited profit and loss statement for the period from 1 January 2023
                                            through to 31 December 2023, prepared in accordance with US GAAP;



 


		(c)	“2024 Financial Statements means
                                            the audited financial statements of the Company including the balance sheet as of 31 December 2024
                                            and the audited profit and loss statement for the period from 1 January 2024 through
                                            to 31 December 2024, prepared in accordance with US GAAP;



 






    1


     


    

 


		(d)	“2025 Financial Statements ”
                                            means the audited financial statements of the Company including the balance sheet as of 31
                                            December 2025 and the audited profit and loss statement for the period from 1 January 2025
                                            through to 31 December 2025, prepared in accordance with US GAAP;



 


		(e)	“Adjustment” has the meaning
                                            set forth in Section 3.3 of this Agreement.



 


		(f)	“Affiliate” means with respect
                                            to any Person, any Person directly or indirectly controlling, controlled by or under common
                                            control with such Person;



 


		(g)	“Agreement” or “the
                                            Agreement” or “this Agreement” means this Share Purchase Agreement and
                                            shall include the recitals and/or schedules attached hereto, and the contracts, certificates,
                                            disclosures and other documents to be executed and delivered pursuant hereto, if any and
                                            any amendments made to this Agreement by the Parties in writing;



 


		(h)	“Annual Revenue” means the
                                            total revenue recognized based on US GAAP from sales or services in a given year before costs
                                            or expenses are taken out;



 


		(i)	“Assets”means all of
                                            the property, rights and assets of the Company;



 


		(j)	“Books and Records” means
                                            all files, documents, instruments, papers, relating to the Business or Condition of the Company,
                                            including financial statements, internal reports, Tax Returns and related work papers and
                                            letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies,
                                            minute books, Contracts, Licenses, customer lists, computer files and programs (including
                                            data processing files and records), retrieval programs and operating data;



 


		(k)	“Business Day” means any
                                            day other than a Saturday, a Sunday, a public holiday or a day on which banking institutions
                                            are authorized or obligated by Law to be closed;



 


		(l)	“Claims” means any demand,
                                            claim, action, cause of action, notice, suit, litigation, prosecution, mediation, arbitration,
                                            inquiry, assessment or proceeding made or brought by or against a Party, however arising
                                            and whether present, unascertained, immediate, future or contingent, losses, Liabilities,
                                            Damages, costs and expenses, including reasonable legal fees and disbursements in relation
                                            thereto;



 


		(m)	"Claw Back Clause“ has a
                                            meaning set out in Section 5.2 of this Agreement.



 


		(n)	“Closing Date” means the
                                            date on which Closing takes place in accordance with the terms of this Agreement;



 


		(o)	“Closing”means the sale
                                            and purchase of the Sale Shares in accordance with the terms of this Agreement;



 






    2


     


    

 


		(p)	“Conditions Precedent” means
                                            the conditions precedent to Purchaser’s purchase of the Sale Shares as set out in this
                                            Agreement;



 


		(q)	“Consideration Shares” means
                                            the ordinary, free trading shares of the publicly listed Genius Group Limited at the NYSE
                                            American issued to the Sellers on the Closing in the amount set out in Section 3 of
                                            the Agreement;



 


		(r)	“Customer Confidential Information”
                                            means any information disclosed (whether disclosed in writing, orally or otherwise) by the
                                            Customer to the Company that is marked as “confidential”, described as “confidential”
                                            or should have been understood by the Company at the time of disclosure to be confidential;



 


		(s)	“Customer Data” means the
                                            data, text, drawings, diagrams, images or sounds (together with any database made up of any
                                            of these) which are embodied in any electronic, magnetic, optical or tangible media, including
                                            any Customer’s Confidential Information,



 


		(t)	“Damages” means: (a) any
                                            and all monetary (or where the context so requires, monetary equivalent of) damages, fines,
                                            fees, penalties, Losses, and out-of-pocket expenses (including without limitation any liability
                                            imposed under any award, writ, order, judgment, decree or direction passed or made by any
                                            Person); (b) subject to applicable Law, any punitive, or other exemplary or extra contractual
                                            damages payable or paid in respect of any contract; and (c) amounts paid in settlement,
                                            interest, court costs, costs of investigation, reasonable fees and expenses of legal counsel,
                                            accountants, and other experts, and other expenses of litigation or of any Claim, default,
                                            or assessment;



 


		(u)	“Directors” shall mean and
                                            include the Directors Jeff Hays and Patrick Gentempo;



 


		(v)	“Encumbrance”with respect
                                            to any property or Asset or securities, shall mean: (a) any mortgage, charge (whether
                                            fixed or floating), pledge, Lien, hypothecation, assignment, deed of trust, security interest,
                                            equitable interest, title retention agreement, voting trust agreement, commitment, restriction
                                            or limitation or other encumbrance of any kind securing, or conferring any priority of payment
                                            in respect of, any obligation of any Person, including without limitation any right granted
                                            by a transaction which, in legal terms, is not the granting of security but which has an
                                            economic or financial effect similar to the granting of security under applicable Law; (b) any
                                            voting agreement, interest, option, pre-emptive rights, right of the first offer, refusal
                                            or transfer restriction in favour of any Person; and (c) any adverse claim as to title,
                                            possession or use; “Encumber” and “Encumbered” shall be construed
                                            accordingly;



 


		(w)	“Execution Date” means the
                                            date of this Agreement;



 


		(x)	“GAAP” means the Generally
                                            Accepted Accounting Principles in the United States;



 






    3


     


    

 


		(y)	“GG Shares” means a most
                                            senior class of shares in issue of the Public Limited Company Genius Group with a registered
                                            seat in Singapore;



 


		(z)	“Indemnified Party” has
                                            the meaning set out in Section 10.1;



 


		(aa)	“Indemnifying Party” has
                                            the meaning set out in Section 10.1;



 


		(bb)	“Purchase Price”has
                                            the meaning given in Section 3;



 


		(cc)	“Intellectual Property”
                                            means collectively or individually, the following worldwide rights relating to intangible
                                            property, whether or not filed, perfected, registered or recorded and whether now or hereafter
                                            existing, filed, issued or acquired: (a) patents, patent applications, patent disclosures,
                                            patent rights; (b) rights associated with works of authorship, including without limitation,
                                            copyrights, copyright applications, copyright registrations; (c) rights in trademarks,
                                            trademark registrations, and applications thereof, trade names, service marks, service names,
                                            logos, or trade dress; (d) rights relating to the protection of trade secrets and confidential
                                            information; (e) internet domain names, Internet and World Wide Web (WWW) URLs
                                            or addresses; and (f) all other intellectual, information or proprietary rights anywhere
                                            in the world including rights of privacy and publicity, rights to publish information and
                                            content in any media;



 


		(dd)	“Law” or “Laws”shall
                                            mean any statute, law, regulation, ordinance, rule, Court Order, notification, order, decree,
                                            bye-law, permits, licenses, approvals, consents, authorizations, government approvals, directives,
                                            guidelines, requirements or other governmental restrictions, or any similar form of a decision
                                            of, or determination by, or any interpretation, policy or administration, having the force
                                            of the law of any of the foregoing, in the jurisdiction of Singapore, unless otherwise states,
                                            over the matter in question, whether in effect as of the date of this Agreement or thereafter;



 


		(ee)	“Liabilities” means with
                                            respect to any person any direct or indirect liability, indebtedness, obligation, expense,
                                            deficiency, guaranty or endorsement of or by such person of any type, known or unknown, and
                                            whether accrued, absolute, contingent, unmatured, matured, otherwise due or to become due;



 


		(ff)	“Losses”means any and
                                            all losses, Liabilities, Claims, damages, write downs, reductions in value (including a reduction
                                            in the value of the Sale Shares), costs (including costs of any assessment, investigation,
                                            defense, settlement or proceedings in respect of tax or any other legal proceedings), expenses
                                            (including reasonable legal costs and attorney’s fees) or other obligations;



 


		(gg)	“Material Adverse Effect”
                                            means a material adverse effect on: (a) the business, operations, affairs, financial
                                            condition, assets or properties of the Company (not being an event affecting or likely to
                                            affect generally all companies carrying on similar businesses in countries in which they
                                            carry on business); or (b) the ability of the Company to perform its obligations under
                                            this Agreement; or (c) the validity or enforceability of this Agreement;



 






    4


     


    

 


		(hh)	“Obligations of the Company”
                                            means all the commitments incurred by the Company based on the Stock Redemption Agreement
                                            executed on 31 December 2021, and the Loan Authorization and Agreement executed as
                                            of 21 May, 2020



 


		(ii)	“Organizational Documents”
                                            (a) the articles of incorporation and the bylaws of a corporation; (b) any charter
                                            or similar document adopted or filed in connection with the creation, formation, or organization
                                            of a person; and (c) any amendment to any of the foregoing;



 


		(jj)	“Owned IP” means all RF
                                            IP in which RF has (or purports to have) an ownership interest



 


		(kk)	“Prevailing Market Price”
                                            means the average of the daily VWAP prices of the GG Shares for 30 consecutive trading days
                                            immediately preceding the day in question after appropriate adjustment for dividends, subdivisions,
                                            combinations or reclassifications occurring within a said 30-day period;



 


		(ll)	“Reporting Accountants”
                                            means a firm of Chartered Accountants to be agreed by the Sellers and the Purchaser within
                                            seven days of notice by one to the other requiring such;



 


		(mm)	“Shares” means the shares
                                            in RF in the amount of 8,000 shares constituting one hundred percent (100%) of the share
                                            capital in RF;



 


		(nn)	“Share Purchase” has the
                                            meaning set out in Section 2.1;



 


		(oo)	“Shareholder” means the
                                            Shareholders of the Sellers;



 


		(pp)	“Substantiated Claim” means
                                            a Claim in respect of which liability is admitted by the defaulting party, or which has been
                                            adjudicated on by a court of competent jurisdiction and no right of appeal lies in respect
                                            of such adjudication, or the parties are prevented by passage of time or otherwise from appealing;



 


		(qq)	“Transaction Documents”
                                            means, collectively, this Agreement, and each other agreement, certificate or document referred
                                            to in the Agreement (or to be executed in connection with any of the Transaction;



 


		(rr)	“Transaction” means this
                                            Share Purchase contemplated in this Agreement;



 


		(ss)	“Transfer” (including with
                                            correlative meaning, the terms “Transferred by” and “Transferability”)
                                            shall mean to transfer, sell, assign, pledge, hypothecate, create a security interest in
                                            or lien on, place in trust (voting or otherwise), exchange, gift or transfer by operation
                                            of Law or in any other way subject to any Encumbrance or dispose of, whether or not voluntarily.



 






    5


     


    

 


		1.2.	Interpretation



 


In this Agreement:


 


		(i)	Words denoting any gender shall be deemed
                                            to include all other genders;



 


		(j)	Words importing the singular shall include
                                            the plural and vice versa, where the context so requires;



 


		(k)	The terms “hereof”, “herein”,
                                            “hereby”, “hereto” and other derivatives or similar words, refer
                                            to this entire Agreement or specified Sections of this Agreement, as the case may be;



 


		(l)	Reference to the term “Section”
                                            shall be a reference to the specified Section or Schedule of this Agreement;



 


		(m)	Any reference to “writing”
                                            includes printing, typing, lithography and other means of reproducing words in a permanently
                                            visible form.



 


		(n)	The term “directly or indirectly”
                                            means directly or indirectly through one or more intermediary persons or through contractual
                                            or other legal arrangements, and “direct or indirect” shall have correlative
                                            meanings;



 


		(o)	All headings and sub-headings of Sections,
                                            and the use of bold typeface are for convenience only and shall not affect the construction
                                            or interpretation of any provision of this Agreement;



 


		(p)	Reference to any legislation or Law or
                                            any provision thereof shall include references to any such Law as it may, after the Execution
                                            Date, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory
                                            provision shall include any subordinate legislation made from time to time under that provision;



 


		(q)	Reference to the word “include”
                                            or “including” shall be construed without limitation;



 


		(r)	Terms defined in this agreement shall
                                            include their correlative terms;



 


		(s)	Time is of the essence in the performance
                                            of the Parties’ respective obligations. If any period specified herein is extended,
                                            such extended time shall also be of the essence;



 






    6


     


    

 


		(t)	References to the knowledge, information,
                                            belief or awareness of any Person shall be deemed to include the knowledge, information,
                                            belief or awareness of such Person after examining all information which would be expected
                                            or required from a Person of ordinary prudence;



 


		(u)	All references to this Agreement or any
                                            other Transaction Document shall be deemed to include any amendments or modifications to
                                            this Agreement or the relevant Transaction Document, as the case may be, from time to time;



 


		(v)	Reference to days, months and years are
                                            to calendar days, calendar months and calendar years, respectively, unless defined otherwise
                                            or inconsistent with the context or meaning thereof; and



 


		(w)	Any word or phrase defined in the recitals
                                            or in the body of this Agreement as opposed to being defined in Section 1.1 shall have
                                            the meaning so assigned to it, unless the contrary is expressly stated or the contrary clearly
                                            appears from the context.



 


		2.	PURCHASE AND SALE OF SALE SHARES



 


		2.1.	The Sellers agree to sell and the purchaser
                                            agrees to purchase the Shares for the Purchase Price. The Shares shall be sold free from
                                            all Encumbrances and together with all rights and privileges attached to them (including
                                            the normalized level of working capital, all dividends and distributions declared, made or
                                            paid on or after the Execution Date) at the Execution Date or subsequently becoming attached
                                            to them.



 


		2.2.	For the avoidance of doubt, Parties acknowledge,
                                            that the transaction contemplated herein includes all rights, title, interest and benefits
                                            appertaining thereto, Books and Records, and the Assets and Liabilities as detailed in Appendix
                                            1. The purchase also includes all agreements, including agreements between the Company and
                                            Jeff Hays Studio, intellectual property, the Company’s film library, goodwill, Customer
                                            Data and ongoing operations of the Company, subject to compliance with the relevant data
                                            protection laws.



 


		2.3.	The Company will maintain its brand and autonomy
                                            as a group company of GG.



 


		3.	PURCHASE PRICE



 


		3.1.	The Purchase Price shall be $10 million paid
                                            in the following ways:



 


		(a)	$3 million payment in cash (the “Cash
                                            Payment”); and



 


		(b)	$7 million payment of Genius Group Limited
                                            publicly listed ordinary, free trading shares at the NYSE American (the “Consideration
                                            Shares”) at the price of $ 5.17 per share, of which $6 million in shares would be subject
                                            to a six month lock up agreement. Share issues will be treated as a Type B tax-free reorganization.
                                            This is in part a share swap.



 






    7


     


    

 


		3.2	The cash portion stipulated in point 3.1 (a) shall
                                            be paid in the following way:



 


		(a)	$1,000,000 at the Date of Closing of this Agreement in purpose to
                                            cover in full Company’s obligations (the “Obligations of the Company”)



 


		(b)	$2,000,000 which shall be paid no later than January 31st ,2023



 


		3.3	Both Parties agree that the financial years
                                            for the Companies shall begin on 1st January and end on 31st December each year.



 


		3.4	The Purchaser shall:



 


		(i)	on the Closing Date, pay the Purchase
                                            Price as agreed in accordance with Section 3.1 by issuing to the Sellers GG Shares with
                                            an aggregate value of $7 million of the Purchase Price (the “Consideration Shares”).
                                            The Consideration Shares shall be issued to the Seller fully paid at a deemed price per share
                                            at the date of Closing ("Deemed Issue Price”) equal to the Prevailing Market Price
                                            and rank pari passu with other GG Shares in issue.



 


		(ii)	On the date of Closing pay the Cash Payment
                                            expressed in 3.1 (i) by electronic funds transfer by the Purchaser to the account of
                                            the Sellers (details of which shall be provided by the Sellers prior to the Closing Date).



 


		3.5	If, while the Seller is entitled to the issue
                                            of Consideration Shares, there is:



 


		(i)	a subdivision, consolidation or reclassification
                                            of GG Shares; and



 


		(ii)	a consolidation, amalgamation or merger
                                            of the Purchaser with or into another entity (other than consolidation, amalgamation or merger
                                            following which the Purchaser is the surviving entity and which does not result in any reclassification
                                            of, or change in, the GG Shares), then the Purchaser shall adjust the Deemed Issue Price,
                                            conditional on any such event occurring, but with effect from the date of the relevant event
                                            (an “Adjustment”) so that, after such Adjustment:



 


		(iii)	the total number of Consideration Shares
                                            issued or to be issued to the Seller carry as nearly as possible (and in any event not less
                                            than) the same proportion of the voting rights attached to the fully diluted share capital
                                            and the same entitlement to participate in the profits and assets of the Purchaser (including
                                            on liquidation) as if there had been no such event giving rise to the Adjustment; and



 


		(iv)	the aggregate price payable for all Consideration
                                            Shares issued or to be issued at the Deemed Price shall equal the same aggregate price as
                                            would be deemed payable for such Consideration Shares immediately before the occurrence of
                                            the event giving rise to the Adjustment.



 






    8


     


    

 


		3.6	Any payments to be made under the terms of
                                            this Agreement shall be made in US Dollars.



 


		4.	TOP UPS AND ADJUSTMENT CALCULATION



 


		4.1	The agreement will be structured to provide
                                            additional top ups (hereinafter referred to as “Top-Up” in purchase
                                            price calculated as one-half times (1.5X) revenues growth over $7 million in 2023, 2024 and
                                            2025, in order to reward the ongoing growth of RF following the acquisition. These Top-Ups
                                            will be assigned in a ratio for each of the Sellers.



 


		4.2	The Purchase Price is based on an expectation
                                            that the Company will grow its business and revenues in excess of the current projected $
                                            7 million net revenue with positive net profit. As an additional reward for continued growth,
                                            GG agrees to pay a Top Up payment in GG shares, at the prevailing share price on the date
                                            of Closing.



 


		4.3	No later than 15th February each year,
                                            the Sellers shall provide to the Purchaser a copy of the audited Financial Statements with
                                            the purpose to provide information regarding the Company’s revenue for each year following
                                            the Purchase.



 


		4.4	The Purchaser shall, within ten (10) Business
                                            Days of receipt of the Financial Statement, notify the Sellers in writing whether:



 


		(i)	the Purchaser accepts the Financial Statements;
                                            or



 


		(ii)	the Purchaser rejects the Financial Statements,
                                            in which case, the notice shall detail the basis upon which the Purchaser rejects the Financial
                                            Statements.



 


		4.5	Where the Purchaser notifies the Sellers in
                                            accordance with Section 4.3 that it does not accept the Financial Statements, the Parties
                                            shall attempt in good faith, to reach an agreement in respect of the Financial Statements.
                                            If the Parties are unable to agree on the Purchase Price within fifteen (15) Business Days
                                            following receipt by the Seller of the Purchaser’s rejection notice in accordance with
                                            Section 4.3, the dispute shall be referred to the Reporting Accountants in accordance
                                            with Appendix 3.



 


		4.6	If:



 


		(a)	the
                                            Purchaser accepts the Financial Statements; or



 


		(b)	the Purchaser fails to notify the Sellers
                                            of its non-acceptance of the Financial Statements within the timeframe set out in Section 4.3,
                                            then the estimate of the Top Up Option described below shall be treated as agreed, be final
                                            and binding on the Parties and be payable by the Purchaser in accordance with Section 4.6
                                            below and the other terms of this Agreement.



 






    9


     


    

 


		4.7	If:



 


		(a)	Based on the 2023 Financial Statements,
                                            (i) 2023 Revenue is higher than $7 million, and (ii) net profit before tax was
                                            equal to or greater than 7% as appears in the audited financial statement based on US GAAP,
                                            an amount equal to one and one-half times (1.5X) the difference between the 2023 Revenue
                                            and $ 7 million shall be payable by GG as the Top Up to the Sellers. The calculation of the
                                            Top Up shall be as agreed to in accordance with Section 4 of this Agreement. The GG
                                            Shares will be issued at the prevailing share price.



 


		(b)	Based on the 2024 Financial Statements,
                                            (i) 2024 Revenue is higher than $7 million, and (ii) net profit before tax was
                                            equal to or greater than 7% net profit as appears in an audited financial statement based
                                            on US GAAP, an amount equal to one and one-half times (1.5X) the difference between the 2024
                                            Revenue and $7 million shall be payable by GG as the Top Up to the Sellers. The calculation
                                            of the Top Up shall be as agreed to in accordance with Section 4 of this Agreement.
                                            The GG Shares will be issued at the prevailing share price.



 


		(c)	Based on the 2025 Financial Statements,
                                            (i) 2025 Revenue is higher than $7 million, and (ii) net profit before tax was
                                            equal to or greater than 7% net profit as appears in the audited financial statement based
                                            on US GAAP, an amount equal to one and one-half times (1.5X) the difference between 2025
                                            Revenue and $7 million shall be payable by GG as the Top Up to the Sellers. The calculation
                                            of the Top Up shall be Agreed to in accordance with Section 4 of this Agreement. The
                                            GG Shares will be issued at the prevailing share price.



 


		4.8	Purchaser undertakes that each of the 2023
                                            Financial Statements, the 2024 Financial Statements and the 2025 Financial Statements shall
                                            be prepared in accordance with US GAAP and applicable Law.



 


		4.9	Payment of Top-Up



 


		i.	Any payments to be made under the terms
                                            of this Agreement shall be made in GG Shares at the Prevailing Market Price (in US Dollars)
                                            at the time of issuance.



 


		ii.	All sums payable by GG under this Agreement
                                            shall be paid free and clear of all deductions or withholdings unless the deduction or withholding
                                            is required by law, in which event GG shall pay such additional amount as shall be required
                                            to ensure that the net amount received by the Sellers under this Agreement will equal the
                                            full amount which would have been received by it had no such deduction or withholding been
                                            required to be made.



 


		iii.	All Consideration Shares will be issued
                                            at the prevailing market price on the Closing Date, and at the market price on subsequent
                                            top up dates. For shares issued pursuant to the Top-Up, such Consideration Shares shall be
                                            issued to Sellers no later than ten (10) business days following the date on which the
                                            final Financial Statement for the applicable year has been established pursuant to Section 4.5
                                            above.



 






    10


     


    

 


		4.10	If, while the Sellers are entitled to the
                                            issue of GG Shares, there is:



 


		(i)	a subdivision, consolidation or reclassification
                                            of GG Shares; or



 


		(ii)	a consolidation, amalgamation or merger
                                            of GG with or into another entity (other than consolidation, amalgamation or merger following
                                            which GG is the surviving entity and which does not result in any reclassification of, or
                                            change in, the GG Shares), then GG shall adjust the Deemed Issue Price, conditional on any
                                            such event occurring, but with effect from the date of the relevant event (an “Adjustment”)
                                            so that, after such Adjustment:



 


		(iii)	the total number of GG Shares issued
                                            or to be issued to the Sellers carry as nearly as possible (and in any event not less than)
                                            the same proportion of the voting rights attached to the fully diluted share capital and
                                            the same entitlement to participate in the profits and assets of GG (including on liquidation)
                                            as if there had been no such event giving rise to the Adjustment; and



 


		(iv)	the aggregate price payable for all GG
                                            Shares issued or to be issued at the Deemed Price shall equal the same aggregate price as
                                            would be deemed payable for such GG Shares immediately before the occurrence of the event
                                            giving rise to the Adjustment.



 


		5.	LAW BACK CLAUSE



 


		5.1.	The amounts paid or payable under this Agreement
                                            shall be subject to the provisions and conditions of this Section 5 using the same calculation
                                            procedure expressed in 4.3 to 4.6 above.



 


		5.2.	In the event that the Company’s net
                                            revenues drop below $5 million annual net revenue in any of the 3 years following the Closing
                                            of the Purchase (the “Adjustment Period”), the Sellers agree to adjust the Purchase
                                            Price downwards by an equivalent percentage to the drop in average annual net revenue (the
                                            “Adjustment Amount”) during the Adjustment Period from the $7 million threshold
                                            (“Claw Back Threshold”).



 


		(a)	For example, and by way of illustration
                                            only, if the 2023 Financial Statements reflect a net revenue amount equal to $4.9 million
                                            (30% below the $7 million threshold), the Sellers would have to return $3 million (30% of
                                            the Purchase Price) in GG shares and/or cash.



 


		(b)	As an additional example, and by way
                                            of illustration only, if the 2024 Financial Statements reflect an additional decline in net
                                            revenue of a further 20% past the 2023 reduction in net revenue to $3.5 million (50% below
                                            $7 million threshold), the Sellers would have to return a further $2 million (a total 50%
                                            of the Purchase Price) in GG shares and/or cash.



 






    11


     


    

 


		5.3.	As an alternative to returning GG or cash
                                            to satisfy the Adjustment Amount, in any given year in which an Adjustment Amount is owed,
                                            Sellers shall have the option, but not the obligation, to repurchase the Company from Purchaser
                                            for 100% of the Purchase Price plus any investment made by the buyer since the company was
                                            acquired until the above mentioned repurchase (the “Repurchase Right”). In the
                                            event Sellers exercise the Repurchase Right described herein, this Agreement shall be canceled,
                                            and the Parties shall have no further obligations to one another.



 


		5.4.	In the event that Sellers elect to satisfy
                                            the Adjustment Amount by returning GG Shares to the Purchaser, such GG Shares shall be deemed
                                            to have an agreed upon per-share value equivalent to the Deemed Issue Price of the Consideration
                                            Shares at the value based on the prevailing share price on the date applicable at the Closing.



 


		5.5.	If an Adjustment Amount is owed and paid
                                            by Sellers in any year during the Adjustment Period, this will not impact or reduce any amounts
                                            that Purchaser shall be required to pay to Seller in any subsequent year pursuant to the
                                            Top-Up terms contained in Section 4 herein.



 


		6.	PUBLIC COMPANY.



 


The Sellers shall, at the Purchaser’s
expense, abide by any rules or restrictions imposed by NYSE American or SEC on the Sellers as part of GG being a publicly listed
company on NYSE American.


 


		7.	CONDITIONS PRECEDENT



 


		7.1.	Purchaser Conditions Precedent to Closing.
                                            The obligations of the Purchaser to purchase and pay for the Sale Shares on Closing Date
                                            are subject to the satisfaction, or waiver in writing by the Purchaser at or prior to the
                                            Closing, of the following conditions:



 


		(a)	Compliance with obligations. The Company
                                            and the Sellers shall have performed and complied in all respects with all agreements, obligations
                                            and conditions contained in the Agreement that are required to be performed or complied with
                                            on or before Closing and shall have obtained all approvals, consents and qualifications necessary
                                            to complete the sale and purchase of the Sale Shares;



 


		(b)	No Proceedings. No administrative, investigatory,
                                            judicial, quasi-judicial or arbitration proceedings shall have been brought by any Person
                                            seeking to enjoin, or seek Damages from any party in connection with the sale and purchase
                                            of the Sale Shares, and no order, injunction, or other action shall have been issued, pending
                                            or threatened, which involves a challenge or seeks to or which prohibits, prevents, restrains,
                                            restricts, delays, makes illegal or otherwise interferes with the consummation of any of
                                            the transactions contemplated under the Agreement and the Transaction Documents;



 






    12


     


    

 


		(c)	Capital Structure and Shareholding. No
                                            change in the capital structure of the Sellers or rights attached to the Shares shall have
                                            taken place prior to the Closing Date, unless such changes have been disclosed to and agreed
                                            with the Purchaser;



 


		(d)	Accuracy of Warranties. A certificate,
                                            dated as of Closing Date, executed by the Sellers, certifying that the warranties set out
                                            in Section 8 are true and correct.



 


		7.2.	Sellers Conditions Precedent to Closing.
                                            The obligations of the Seller to sell the Sale Shares on the Closing Date are subject to
                                            the satisfaction, or waiver at or prior to the Closing, of the following conditions:



 


		(a)	Compliance with obligations. The Purchaser
                                            shall have performed and complied in all respects with all agreements, obligations and conditions
                                            contained in the Agreement that are required to be performed or complied with on or before
                                            Closing and shall have obtained all approvals, consents and qualifications necessary to complete
                                            the transfer of the GG Shares to Sellers;



 


		(b)	Consents and Waivers. The Purchaser will
                                            have obtained all necessary consents, waivers and no-objections in writing from any Person
                                            as may be required under any applicable Law or contract or otherwise for the execution, delivery
                                            and performance of the Transaction Documents, including without limitation, Consents, waivers
                                            and no-objections in respect of the issue of the Consideration Shares, free from all Encumbrances;



 


		(c)	Co-operation. The Parties shall co-operate
                                            with each other in good faith and provide all required assistance for the satisfaction of
                                            any of the Conditions Precedent upon being reasonably requested to do so by the other Party.
                                            If any Party becomes aware of anything which will or may prevent any of the Conditions Precedent
                                            the relevant Party shall notify the other Party in writing as soon as practicable.



 


		7.3.	Deliveries. On the Execution Date:



 


		(i)	the Sellers shall deliver to the Purchaser:



 


		(a)	a
                                            copy of this Agreement duly signed by the Sellers; and



 


		(b)	a copy of the resolutions of the board of
                                            directors of the Sellers approving the entry into the Transaction Documents to which it is
                                            a party.



 


		(ii)	the Purchaser shall deliver to the Sellers:



 


		(a)	a
                                            copy of this Agreement duly signed by the Purchaser; and



 






    13


     


    

 


		(b)	a copy of the resolutions of the board of
                                            directors of the Purchaser approving the entry into the Transaction Documents to which it
                                            is a party.



 


		8.	PRE-CLOSING ACTIONS



 


		8.1.	Between the Execution Date and the Closing
                                            Date, except as expressly permitted or required by this Agreement or with the prior written
                                            consent of the Purchaser, the Company and the Sellers shall:



 


		(a)	not directly or indirectly initiate or
                                            engage in discussions or negotiations with any other Person for the purpose of any transactions
                                            in respect of any Shares or Assets of the Company, including the creation of any interest,
                                            direct, indirect, current, future or contingent, in the Shares or Assets of the Company;



 


		(b)	not carry out any action or omission
                                            which may affect the proposed transaction under this Agreement or which may reduce or dilute
                                            the effective shareholding of the Purchaser upon Closing or which may change the shareholding
                                            of the Sellers;



 


		(c)	not pass any resolution, which is inconsistent
                                            with any provision of, or transactions contemplated under, the Transaction Documents;



 


		(d)	conduct its operations other than in
                                            the ordinary course of business;



 


		(e)	materially comply with all applicable
                                            Laws;



 


		(f)	not agree or otherwise commit to taking
                                            any of the actions described in the foregoing subsections (a) through (e).



 


		8.2.	Reporting requirements. During the period
                                            between the Execution Date and the Closing Date:



 


		(a)	the Company and the Sellers shall promptly
                                            advise the Purchaser in writing of any event, occurrence, fact, condition, change, development
                                            or effect that, individually or in the aggregate, has had or may reasonably be expected to
                                            have a Material Adverse Effect.



 


		(b)	Access to Board Meetings, Documents,
                                            Etc. The Sellers and the Company shall allow the Purchaser and its representatives to have
                                            reasonable access until the Closing Date to the Company’s books and records, and other
                                            relevant documents necessary for the transactions contemplated herein, subject to the Confidentiality
                                            set forth in Section 15 of this Agreement.



 


		(c)	No Actions to Cause Warranties to be
                                            Untrue. From the period of the Execution Date to the Closing Date, except as otherwise expressly
                                            contemplated in the Transaction Documents or agreed in writing by the Purchaser, the Sellers
                                            shall not take, or agree or otherwise commit to taking, any of the foregoing actions or any
                                            other action that if taken would reasonably be expected to cause any of the warranties set
                                            out in Section 9 to be untrue.



 






    14


     


    

 


		(d)	Securities Compliance. From the period
                                            of the Execution Date to the Closing Date, the Purchaser will make all required pre-transaction
                                            disclosures to the SEC as may be required of the Parties by the SEC.



 


		9.	CLOSING, DELIVERY AND PAYMENT



 


		9.1.	Closing. Subject to the satisfaction or waiver
                                            of the Conditions Precedent to Closing, their continued satisfaction or waiver immediately
                                            prior to Closing, Closing shall take place virtually and, unless agreed otherwise between
                                            the Parties.



 


		9.2.	At Closing, the Sellers shall deliver to
                                            the Purchaser the following documents:



 


		(a)	a stock transfer form in relation to the
                                            Sale Shares duly executed by the Sellers in favor of the Purchaser (or as it may direct);



 


		(b)	the share certificates for the Sale Shares
                                            in the name of the Sellers or an indemnity in the agreed form if the certificate is lost;



 


		(c)	the statutory and minute books (written
                                            up to the Closing Date) and common seal (if any), certificate of incorporation, any certificate
                                            or certificates of incorporation on change of name, copies of its memorandum and articles
                                            of association, and the authentication code issued by the Registrar of Companies for the
                                            Company;



 


		(d)	all books of account, financial and accounting
                                            records (including Tax records and computations), correspondence, documents, files, memoranda
                                            and other papers relating to the Company (in whatever form);



 


		(e)	any other document that may be reasonably
                                            required by the Purchaser pursuant to Closing under.



 


		9.3.	On the Closing Date, the Sellers shall cause
                                            the direction of the Company to provide a duly signed written resolution of the board of
                                            directors of the Company which authorizes and approves (i) the transfer of the relevant
                                            Sale Shares to the Purchaser (subject to stamping) for registration in the company’s
                                            statutory register; and (ii) the appointment of a director of the Company, as reasonably
                                            instructed by the Purchaser, with effect as of the Closing Date; and (iii) the execution
                                            by the company of all other documents contemplated by this Agreement to which the Company
                                            is a party.



 


		9.4.	At Closing the Purchaser shall:



 


		(a)	deliver the Cash Payment to Sellers;



 


		(b)	issue the Consideration Shares to Sellers;
                                            and



 






    15


     


    

 


		(c)	deliver a counterpart of the Management Agreement,
                                            duly signed by the Purchaser.



 


		9.5.	The obligations of each of the Parties in
                                            this Section are interdependent on each other. Closing shall not occur unless all of
                                            the obligations specified in this Section are complied with and are fully effective.



 


		9.6.	Notwithstanding anything to the contrary,
                                            all transactions contemplated by this Agreement to be consummated at the Closing shall be
                                            deemed to occur simultaneously and no such transaction shall be deemed to be consummated
                                            unless all such transactions are consummated.



 


		9.7.	All payments or cash-amounts due from the
                                            Purchaser to the Sellers pursuant to this Agreement, shall be paid in US Dollars at the Date
                                            of Closing.



 


		9.8.	All GG Shares issued to the Sellers pursuant
                                            to this Agreement, shall be issued at the Date of Closing. based on the Prevailing Market
                                            Price and Exchange Rate on such date of issue.



 


		10.	REPRESENTATIONS AND WARRANTIES OF RF



 


RF represents and warrants, to and
for the benefit of Purchaser and the other Purchaser Indemnitees, as follows, as of the date hereof and as of the Closing Date:


 


		10.1.	Organizational
                                            Matters.



 


		(a)	Organization, Standing and Power to Conduct
                                            Business. RF: (i) is duly organized, and is validly existing and in good standing (or
                                            equivalent status), under the laws of the jurisdiction of its formation; (ii) has the
                                            requisite power to carry on its business as now being conducted; and (iii) is duly qualified,
                                            licensed and admitted to doing business, and is in good standing (or equivalent status),
                                            in each jurisdiction in which such qualification, license or admission is necessary, except
                                            in such jurisdictions where the failure to be so qualified, licensed or admitted to do business
                                            (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected
                                            to have a Material Adverse Effect.



 


		(b)	Organizational Documents. RF has made
                                            available to Purchaser accurate and complete copies of its Organizational Documents, as amended
                                            to date and in effect as of the date of this Agreement.



 


		10.2.	Capitalization
                                            and Related Matters.



 


		(i)	Shares. The Sale Shares constitute all of
                                            the outstanding and issued shares in RF. No person other than Sellers directly owns any right
                                            to acquire any securities of RF. At the Closing, Sellers will have good, valid and marketable
                                            title to all issued and outstanding Shares, free and clear of all Liens.



 






    16


     


    

 


		(j)	No Other Securities. There are no outstanding
                                            or authorized options, warrants, convertible securities or other rights, agreements, arrangements
                                            or commitments of any character relating to any Sale Shares or other interests in RF or obligating
                                            RF to issue or sell any Sale Shares or other interests in RF. RF is not subject to any obligation
                                            (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any Sale Shares
                                            or other interests in RF or any options, warrants or other rights to acquire any Shares or
                                            other interests in RF, except the Redemption Agreement dated December 31, 2021 concluded
                                            with Beau Pierce and RF. There are no contractual preemptive rights, rights of first refusal
                                            or similar restrictions with respect to any Shares or other interests in RF. There are no
                                            outstanding or authorized appreciation rights, phantom interests, profit participation rights,
                                            deferred compensation rights, stock or equity-based compensation, performance or similar
                                            rights with respect to any Sale Shares or other interests in RF. There are no agreements
                                            among any of the Sellers with respect to the voting or transfer of any Sale Shares, in each
                                            case to which RF is a party, except the Redemption Agreement dated December 31, 2021
                                            concluded with Beau Pierce and RF



 


		10.3.	Authority
                                            and Due Execution.



 


		(a)	Authority. RF has all requisite power
                                            and authority to enter into this Agreement and RF any other Transaction Document to which
                                            it is a party and to consummate the Transaction. The execution, delivery and performance
                                            by RF of each Transaction Document to which it is a party, and the consummation of the Contemplated
                                            Transaction by RF, have been (or will be at or prior to the Closing) duly authorized by all
                                            necessary actions on its part, and no other proceedings by RF are necessary to authorize
                                            the execution, delivery or performance of this Agreement or any of the other Transaction
                                            Documents to which RF is a party or to consummate the Transaction.



 


		(b)	Due Execution. This Agreement has been,
                                            and, upon execution and delivery by RF, each other Transaction Document to which RF is a
                                            party will be, duly executed and delivered by RF and constitute, or upon execution and delivery
                                            will constitute (in each case, assuming the due execution and delivery of each other party
                                            hereto or thereto), the legal, valid and binding obligation of RF.



 


		10.4.	Non-Contravention
                                            and Consents.



 


		(a)	Non-Contravention. The execution and delivery
                                            of this Agreement and each other Transaction Document to which RF is a party do not, and
                                            the consummation of the Sale Shares and the performance of this Agreement and each other
                                            Transaction Document to which RF is a party will not: (i) conflict with or violate any
                                            of the Organizational Documents of RF; (ii) conflict with or violate any applicable
                                            Legal Requirement to which RF or any of the assets owned or used by RF is subject; (iii) result
                                            in any material breach of or constitute a material default (or an event that with notice
                                            or lapse of time or both would become a material default) under, or materially impair the
                                            rights of RF or materially alter the rights or obligations of any person under, or give to
                                            any person any right of termination, amendment, acceleration or cancellation of, or result
                                            in the creation of a material Lien on any of the assets of RF pursuant to, any Material Contract;



 






    17


     


    

 


		(b)	Contractual Consents. No Consent under
                                            any Material Contract is required to be obtained from, and RF is not or will not be required
                                            under a Material Contract to give any notice to, any Person in connection with the execution,
                                            delivery or performance of this Agreement or any other Transaction Document or the consummation
                                            of the Sale Shares.



 


		(c)	Governmental Consents. No Consent of any
                                            Governmental Entity is required to be obtained, and no filing is required to be made with
                                            any Governmental Entity, by Sellers in connection with the execution, delivery or performance
                                            of this Agreement or any other Transaction Document.



 


		10.5.	Financial
                                            Statements.



 


		(a)	Financial Statements. Attached as an Annex
                                            to this Agreement are the financial statements (consisting of balance sheets, statements
                                            of income, including the footnotes thereto, for the relevant 12-month periods) of RF, on
                                            a consolidated basis, as of 2020 and 2021 (collectively, the “Financial Statements”.
                                            The Financial Statements have been prepared in accordance with GAAP consistently applied
                                            throughout the periods covered and in accordance with RF’s historic past practice.
                                            The Financial Statements fairly present in all material respects the financial position,
                                            results of operations and cash flows of RF as of the dates, and for the periods, indicated
                                            therein. RF maintains a standard system of accounting established and administered in accordance
                                            with GAAP including complete books and records in written or electronic form.



 


		(b)	Internal Controls. RF maintains a system
                                            of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
                                            are executed in accordance with management’s general or specific authorizations; (ii) transactions
                                            are recorded as necessary to permit the preparation of financial statements in conformity
                                            with GAAP (applied consistently with the Financial Statements) and to maintain asset accountability;
                                            (iii) access to assets is permitted only in accordance with management’s general
                                            or specific authorization; (iv) the recorded accountability for assets is compared with
                                            the existing assets at reasonable intervals and appropriate action is taken with respect
                                            to any differences; There are no significant deficiencies or material weaknesses in the design
                                            or operation of RF’s internal controls over financial or regulatory reporting that
                                            could reasonably be expected to adversely affect RF’s ability to record, process, summarize
                                            or report financial information to RF’s management. There is not, and there has not
                                            been, any fraud, whether or not material, that involves or involved any member of management
                                            or any other employee who has or had a significant role in RF’s internal control over
                                            financial or regulatory reporting.



 






    18


     


    

 


		(c)	Accounts Receivable. All of the accounts
                                            receivable of RF arose in the ordinary course of business, are carried on the records of
                                            RF at values determined in accordance with GAAP (applied consistently with the Financial
                                            Statements) and are bona fide receivables incurred in the ordinary course. No person has
                                            any Lien (other than a Permitted Lien) on any of such accounts receivable, and no request
                                            or agreement for deduction or discount has been made with respect to any of such accounts
                                            receivable except as fully and adequately reflected in reserves for doubtful accounts.



 


		10.6.	No
                                            Liabilities; Indebtedness, Working Capital.



 


		(a)	Absence of Liabilities. RF has no Liability
                                            of any nature, other than: (i) liabilities identified as such in the “liabilities”
                                            column of the Balance Sheet 2020 and 2021; (ii) liabilities incurred subsequent to the
                                            date of the Balance Sheet in the ordinary course of business consistent with past practices
                                            of RF; (iii) obligations that (A) exist under Contracts, (B) are expressly
                                            set forth in and identifiable by reference to the text of such Contracts and (C) are
                                            not required to be identified as liabilities in a balance sheet prepared in accordance with
                                            GAAP; (iv) liabilities under this Agreement or any other Transaction Document;



 


		(b)	Indebtedness. Except as disclosed in Section 10.6(b) of
                                            the Disclosure Schedule, RF has not incurred any Indebtedness under the Paycheck Protection
                                            Program administered by the U.S. Small Business Administration. RF is not in default with
                                            respect to any Indebtedness and no payment with respect to any Indebtedness is past due.
                                            RF has not received any notice of default, alleged failure to perform or any offset or counterclaim
                                            with respect to any Indebtedness. Neither the execution, delivery or performance of any Transaction
                                            Document will, or would reasonably be expected to, cause or result in a default, breach or
                                            acceleration, automatic or otherwise, of any condition, covenant or another term of any Indebtedness.



 


		(c)	Director and Officer Indemnification.
                                            No event has occurred, and no circumstance or condition exists, that has resulted in, or
                                            that will or would reasonably be expected to result in, any claim for indemnification, reimbursement
                                            or contribution by, or the advancement of any expense to, any Associate pursuant to: (i) any
                                            term of any of the Organizational Documents of RF; (ii) any indemnification agreement
                                            or other Contract between RF and any such Associate; or (iii) any applicable Legal Requirement.
                                            No event has occurred, and no circumstance or condition exists, that has resulted in, or
                                            that will or would reasonably be expected to result in, RF incurring any Liability to, or
                                            any basis for any claim against RF by, any current, former or alleged holder of Shares, profits
                                            interests or other securities of RF.



 


		10.7	Working Capital.



 


The Company shall recognize as of the
Closing, the level of Working Capital funds, which shall be held in the operating accounts, to be reasonably sufficient for the operations
of the RF. The Sellers agree to ensure a sufficient level of working capital to fund the normal operations of the business, and in the
event that there is any cash requirement the seller commits to fund any shortfall through to 30 June 2023. Any funding required
will be deposited by the Sellers in the form of a loan and will be repaid if and when sufficient funds are available.


 






    19


     


    

 


		10.8	Both parties intend to integrate the Company’s
                                            database and lead generation activity into the Purchaser’s EdTech platform, GeniusU,
                                            and this will occur post-closing at a pace that ensures a benefit and no detriment to user
                                            experience, revenues and conversion metrics of the Company at present.



 


		10.9	Taxes.



 


		a.	All income and other material Tax Returns
                                            required to be filed by or with respect to RF have been duly and timely filed with the appropriate
                                            Taxing Authority and each such Tax Return is true, correct and complete in all material respects.
                                            All Taxes owed by RF, whether or not shown on a Tax Return, have been timely paid in full.
                                            There are no Liens (other than Liens for Taxes not yet due and payable) on any assets of
                                            RF that arose in connection with any failure (or alleged failure) to pay any Tax.



 


		b.	No assessment, deficiency or adjustment
                                            has been asserted, proposed or threatened in writing with respect to any Tax Return of or
                                            with respect to RF, No Tax audit or administrative or judicial proceeding is being conducted,
                                            is pending or has been threatened in writing with respect to RF. No written claim has ever
                                            been made by any Taxing Authority in a jurisdiction where RF does not file Tax Returns that
                                            RF is or may be subject to taxation in that jurisdiction.



 


		c.	No extension of time with respect to
                                            the due date for the filing of any Tax Return of RF (other than any extension in the ordinary
                                            course of business of no more than six months), and no waiver or agreement for any extension
                                            of time for the assessment or payment of any Tax of RF, is in force and will remain in effect
                                            after the Closing Date.



 


		d.	RF has withheld and paid over to the
                                            appropriate Taxing Authority all Taxes that it is required to withhold from amounts paid
                                            or owing to any Associate, creditor or another third party, and has complied in all material
                                            respects with all applicable legal requirements relating to the payment, collection or withholding
                                            of Taxes.



 


		e.	RF is not a party to, bound by, or has
                                            any obligation under, any Tax allocation, sharing, indemnity or similar agreement or arrangement
                                            (other than any agreement that (i) will terminate on or before the Closing Date or (ii) was
                                            entered into in the ordinary course of business and is not primarily related to the allocation
                                            or sharing of Taxes).



 


		f.	RF will not be required to include any
                                            item of income in, or exclude any item of deduction from, taxable income for any taxable
                                            period (or portion thereof) ending after the Closing Date as a result of any: (i) change
                                            in method of accounting for a Pre-Closing Tax Period; (ii) installment sale or open
                                            transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received
                                            on or prior to the Closing Date.



 






    20


     


    

 


		g.	There is no material property or obligation
                                            of RF, including uncashed checks to vendors, customers or employees or other service providers,
                                            non-refunded overpayments or unclaimed subscription balances, that is or may become escheatable
                                            to any state or municipality under any escheatment legal requirement, except in the ordinary
                                            course of business consistent with past practices of RF.



 


		h.	RF is not subject to Tax in any jurisdiction,
                                            other than the country in which it is organized, by virtue of having a permanent establishment
                                            or fixed place of business in such jurisdiction.



 


		i.	No power of attorney that is currently
                                            in force has been granted with respect to any matter relating to Taxes payable by RF that
                                            will remain in effect after the Closing Date. RF has not made a request for a private letter
                                            ruling, a request for technical advice, a request for a change of any method of accounting,
                                            or any other similar request that is in progress or pending with any Governmental Entity
                                            with respect to Taxes. There are no closing agreements with respect to Taxes, Tax rulings
                                            or written requests for Tax rulings currently outstanding or in effect with respect to RF.



 


		10.10	Books and Records. The books of account
                                            and other records of RF are accurate and complete in all material respects. At the Closing,
                                            all of such records will be in the possession of RF.



 


		(a)	since June 28, 2022 through the date
                                            of this Agreement, RF has not, in connection with the execution, delivery and negotiation
                                            of this Agreement:



 


		i.	entered into any Contract outside the
                                            ordinary course of business, (B) amended or terminated (other than by expiration) any
                                            Material Contract, (C) waived any material right or remedy under any Material Contract
                                            or (D) received any notice or other communication that any other person has or intends
                                            to take any action described in clause “(B)” or “(C)” above;



 


		(b)	transferred or granted any license or
                                            sublicense of any rights under or with respect to any of its IP, other than in the ordinary
                                            course of business consistent with past practice;



 


		i.	acquired (including by merger, consolidation
                                            or the acquisition of any equity interest or assets) or sold (including by merger, consolidation
                                            or the sale of an equity interest or assets), leased or disposed of any business or assets,
                                            (B) licensed any asset to any other person, except for fair consideration in the ordinary
                                            course of business and consistent with past practices, (C) formed any subsidiary or
                                            acquired any equity interest or other interest in any other entity, or (D) entered into
                                            any joint venture, strategic partnership or alliance;



 






    21


     


    

 


		(c)	amended or permitted the adoption of any
                                            amendment to any of its Organizational Documents, or effected or became a party to any Acquisition
                                            Transaction (other than the Share Purchase), recapitalization, reclassification of equity
                                            interests or similar transaction;



 


		i.	incurred any Indebtedness, (B) mortgaged,
                                            pledged or subjected to any Lien (other than Permitted Liens) any of its material assets,
                                            or (C) made any loan, advance or capital contribution to, or investment in, any other
                                            person;



 


		ii.	changed any of its methods of accounting
                                            or accounting practices in any material respect, (B) changed any of its practices or
                                            procedures with respect to the collection of accounts receivable or the payment of accounts
                                            payable, (C) offered to discount the amount of any account receivable other than in
                                            the ordinary course of business, (D) extended any incentive (whether to an account debtor,
                                            an account creditor or any employee or third party responsible for the collection of receivables
                                            or the payment of payables) with respect to any account receivable or account payable or
                                            the payment or collection thereof, or (E) taken or omitted to take any other action
                                            with the intent or effect of accelerating the collection of receivables or delaying the payment
                                            of payables;



 


		(d)	sold, issued, granted or authorized the
                                            issuance or grant of (A) any Shares or security of RF; (B) any option, warrant
                                            or right to acquire any Shares or security of RF; or (C) any instrument convertible
                                            into or exchangeable for any Shares (or cash based on the value of Shares) or security of
                                            RF;



 


		(e)	amended or waived any of its rights under,
                                            or permitted the acceleration of the payment, funding or vesting under any other Contract
                                            or arrangement relating to compensation, benefits or the provision of services to or for
                                            the benefit of RF;



 


		i.	canceled, compromised, waived or released
                                            any right or claim, other than immaterial rights or claims in the ordinary course of business,
                                            or (B) suffered any material damage, destruction or loss (whether or not covered by
                                            insurance) to any material asset of RF;



 


		(f)	incurred or committed to incur any capital
                                            expenditures, capital additions or capital improvements, other than budgeted capital expenditures
                                            made in the ordinary course of business consistent with past practice;



 


		i.	made, changed or rescinded any election
                                            relating to Taxes, (B) settled or compromised any claim, controversy or legal proceeding
                                            relating to Taxes, (C) except as required by applicable legal requirements, making any
                                            change to any of its methods, policies or practices of Tax accounting or methods of reporting
                                            income or deductions for Tax purposes, (D) amended, refiled or otherwise revised any
                                            previously filed Tax Return, or forgone the right to any amount of refund or rebate of a
                                            previously paid Tax, (E) entered into or terminated any agreements with a Taxing Authority,
                                            (F) prepared any Tax Return in a manner inconsistent with past practices, (G) consented
                                            to an extension or waiver of the statutory limitation period applicable to a claim or assessment
                                            in respect of Taxes, (H) entered into a Tax allocation agreement, Tax sharing agreement
                                            or Tax indemnity agreement, (I) granted any power of attorney relating to Tax matters,
                                            or (J) requested a ruling with respect to Taxes;



 






    22


     


    

 


		(g)	commenced or settled any legal proceeding;



 


		10.11	Intellectual
                                            Property.



 


		(a)	RF is the sole and exclusive legal and
                                            beneficial owner of all right, title and interest in and to the Owned IP, and all Owned IP
                                            is freely and fully transferable, alienable, and licensable by RF without restriction and
                                            payment of any kind to any third party and the approval of any third party (other than payments
                                            to or approval of the applicable Governmental Entity with respect to Registered IP). All
                                            RF IP is free and clear of all Liens other than Permitted Liens. RF owns, or otherwise has
                                            sufficient rights to, all RF IP used in or held for use for the business of RF, and RF IP
                                            is all the IP that is required to conduct the business of RF in the manner in which it is
                                            currently being conducted and proposed to be conducted. No funding, facilities or personnel
                                            of any educational institution, research center, or governmental entities (i) were used,
                                            directly or indirectly, to develop or create, in whole or in part, any Owned IP or (ii) have
                                            any ownership interest in or rights to any Owned IP (except for licenses granted under an
                                            Outbound License). RF is not, and never has been, a member or promoter of, or a contributor
                                            to, any industry standards body or similar organization that could require or obligate RF
                                            to grant or offer to any other Person any license or right to any Owned IP.



 


		(b)	(i) None of RF, or the conduct of
                                            the business of RF has ever infringed (directly, contributorily, by inducement or otherwise),
                                            misappropriated, or otherwise violated any IP of any other person; and (ii) RF IP and
                                            the conduct of the business of RF do not infringe (directly, contributorily, by inducement
                                            or otherwise), misappropriate, or otherwise violate any IP of any person. There is no legal
                                            proceeding pending or threatened in writing against RF or an offer of a license to RF involving
                                            any RF IP or any claim alleging that any of the foregoing infringes (directly, contributorily,
                                            by inducement or otherwise), misappropriates or otherwise violates the rights of any person.
                                            To the knowledge of RF, no person is infringing (directly, contributorily, by inducement
                                            or otherwise), misappropriating or otherwise violating any Owned IP, or has previously done
                                            so. There is no legal proceeding pending or threatened in writing against RF in which the
                                            ownership, scope, validity, or enforceability of any RF IP is being, has been, or would reasonably
                                            be expected to be contested or challenged.



 






    23


     


    

 


		(d)	No Source Code for any RF Software has
                                            been disclosed, delivered, or licensed by RF to any other person, and RF has no contractual
                                            obligation to provide any Source Code for any such Software to any other person. RF is not
                                            obligated under any Open Source License to distribute or make available any Software, Source
                                            Code or other IP to any other Person, or grant any other rights to any Person. RF has not
                                            granted ownership or exclusive license rights in any of RF Software to another Person.



 


		(e)	RF has: (i) taken all reasonable
                                            measures to protect and preserve the confidentiality of all Confidential Information owned,
                                            used, or held by RF; and (ii) only disclosed any such Confidential Information pursuant
                                            to the terms of a written agreement that requires the person receiving such Confidential
                                            Information to reasonably protect and not disclose such Confidential Information. No Confidential
                                            Information owned, used, or held by RF has been disclosed by RF to any Person other than
                                            pursuant to a written agreement restricting the disclosure and use of such Confidential Information
                                            by such Person.



 


		(f)	No Associate has any ownership, license
                                            or another right, title or interest in any RF IP, or to any improvements or modifications
                                            thereof. Each Associate who is or has been involved in the creation or development (alone
                                            or with others) of any IP by or for RF, or has or previously had access to any Confidential
                                            Information owned, used, or held by RF, has executed and delivered to RF a written and enforceable
                                            Contract: (i) that irrevocably assigns to RF all right, title and interest in and to
                                            any such IP; and (ii) pursuant to which such Associate agrees to maintain and protect
                                            the confidentiality of such Confidential Information. In each case in which RF has acquired
                                            ownership (or purported to acquire ownership) of any IP from any person, RF has obtained
                                            a valid and enforceable written assignment sufficient to irrevocably transfer ownership of
                                            all rights with respect to such IP to RF. No associate is subject to any contract with any
                                            other person that conflicts with or restricts the performance of their work for RF or is
                                            in violation of any Contract with another person that pertains to IP. No person (other than
                                            RF) has an interest or right in or to any improvements, modifications, enhancements, customization
                                            or derivatives of any Owned IP. There are no royalties, fees, honoraria or other payments
                                            payable by RF to any person by reason of the ownership, development, use, license, sale or
                                            disposition of any RF IP, other than salaries and sales commissions paid to employees, contractors
                                            and sales agents in the ordinary course of business.



 


		(g)	Neither the execution, delivery or performance
                                            of this Agreement or any other Transaction Document will, with or without notice or lapse
                                            of time, result in, or give any other person the right or option to cause or declare, any
                                            of the following (including if a consent is required to avoid any of the following): (i) a
                                            loss of, or encumbrance on, any RF IP; (ii) a breach of or default under or termination
                                            of any IP License; (iii) the grant, assignment or transfer to any other person of any
                                            license or other right or interest under, in or to any Owned IP or the satisfaction of any
                                            condition as a result of which any person would be permitted to exercise any license or other
                                            right or interest under, in or to any RF IP; (iv) Purchaser or any of its Affiliates
                                            being bound by, or subject to, any exclusivity commitment, non-competition agreement or other
                                            limitation or restriction on the operation of their respective businesses or the use, exploitation,
                                            assertion or enforcement of any IP; (v) a reduction of any royalties or other payments
                                            that RF would otherwise be entitled to receive with respect to any RF IP.



 






    24


     


    

 


		10.12	Litigation.



 


(i) there
has not been any legal proceeding pending (ii) there are no Legal Proceedings for which RF has been served or, to the knowledge
of RF, that are pending or threatened, against RF or any RF associate in their capacities as such; (iii) there are no legal proceedings
pending or threatened by RF against any third party, at law or in equity, or before or by any governmental entity; (iv) there have
been no settlements of any legal proceedings or threatened legal proceedings.


 


		11.	REPRESENTATIONS AND WARRANTIES OF PURCHASER.



 


Purchaser represents and warrants to
Seller and RF as follows, as of the date hereof and as of the Closing Date:


 


		11.1.	Standing. Purchaser is a Private Company
                                            Limited by Shares duly incorporated, validly existing and in good standing under the laws
                                            of the Republic of Singapore.



 


		11.2.	Authority
                                            and Due Execution.



 


		(a)	Authority. Purchaser has all requisite corporate
                                            power and authority to enter into this Agreement and each other Transaction Document to which
                                            it is a party and to consummate the Stock Purchase and the other Contemplated Transactions.
                                            The execution and delivery by Purchaser of this Agreement and the other Transaction Documents
                                            to which Purchaser is a party and the consummation by Purchaser of the Stock Purchase and
                                            the other Contemplated Transactions have been duly authorized by all necessary corporate
                                            action on the part of Purchaser and no other corporate proceedings on the part of Purchaser
                                            are necessary to authorize the execution, delivery and performance of this Agreement and
                                            such other Transaction Documents by Purchaser or to consummate the Stock Purchase and the
                                            other Contemplated Transactions.



 


		(b)	Due Execution. This Agreement has been, and,
                                            upon execution and delivery, each other Transaction Document to which Purchaser is a party
                                            will be, duly executed and delivered by Purchaser and constitute, or upon execution and delivery
                                            will constitute, the legal, valid and binding obligation of Purchaser enforceable against
                                            Purchaser in accordance with its terms, subject only to the Enforceability Exception.



 






    25


     


    

 


		(c)	Non-Contravention and Consents. The execution
                                            and delivery by Purchaser of this Agreement and each other Transaction Document to which
                                            Purchaser is a party do not, and the consummation of the Stock Purchase and the other Contemplated
                                            Transactions by Purchaser and the performance of this Agreement and the other Transactions
                                            Documents to which Purchaser is or will be a party by Purchaser will not: (i) conflict
                                            with or violate any of its Organizational Documents or similar organizational or governing
                                            documents then in effect; (ii) conflict with or violate any Legal Requirement applicable
                                            to Purchaser; or (iii) result in any breach of or constitute a default (or an event
                                            that with notice or lapse of time or both would become a default) by Purchaser under, or
                                            impair the rights of Purchaser or alter the rights or obligations of Purchaser under, or
                                            give to any Person any rights of termination, amendment or cancellation of, or result in
                                            the creation of a Lien on any of the assets of Purchaser pursuant to, any material Contract
                                            to which Purchaser is then a party or by which it is then bound.


 


		11.3.	Funding. the Purchaser possess funding,
                                            or is the recipient of, binding, irrevocable and unconditional funding commitments, which
                                            will allow it to meet its obligations to make the payments due under this Agreement;



 


		11.4.	Litigation. (i) there has not been
                                            any legal proceeding pending (ii) there are no Legal Proceedings for which Purchaser
                                            has been served or, to the knowledge of Purchaser, that are pending or threatened, against
                                            Purchaser or any Purchaser associate in their capacities as such; (iii) there are no
                                            legal proceedings pending or threatened by Purchaser against any third party, at law or in
                                            equity, or before or by any governmental entity; (iv) there have been no settlements
                                            of any legal proceedings or threatened legal proceedings.



 


		11.5.	Knowledge. there are no matters within the
                                            actual knowledge of the Purchaser, its Affiliates or any of their officers or employees at
                                            the Closing Date which will or may entitle any of them to make a claim under this Agreement
                                            against the



 


		11.6.	GG Share Ownership Etc.



 


		(a)	The Purchaser is the owner of the Consideration
                                            Shares. The Purchaser has the sole voting power, sole power of disposition and the sole power
                                            to agree to all of the matters outlined in this Agreement, in each case with respect to all
                                            of the Consideration Shares proposed to be transferred by the Purchaser hereunder, with no
                                            limitations, qualifications or restrictions on such rights.



 


		(b)	All of the Consideration Shares held by
                                            the Purchaser are fully paid and beneficially owned by the Purchaser free and clear from
                                            all Encumbrances, and the Purchaser has full right, power and authority to sell, transfer,
                                            convey and deliver to the Sellers good, valid and marketable title to the Consideration Shares
                                            held by the Purchaser in accordance with the terms of this Agreement.



 


		(c)	The Consideration Shares held by the Purchaser
                                            are not the subject matter of any claim, action, suit, investigation or other proceeding
                                            or judgment or subject to any prohibition, injunction or restriction on sale under any decree
                                            or order of any Governmental Authority.



 






    26


     


    

 


		(d)	The Consideration Shares held by the Purchaser
                                            were legally acquired, and validly owned and held by the Purchaser. The Purchaser warrants
                                            that the Consideration Shares held by it were acquired and are held in compliance with the
                                            applicable Law.



 


		(e)	There are no outstanding or authorized
                                            obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant
                                            to any existing agreement warrants, options, or other agreements including voting agreements,
                                            contracts, arrangements entered into by, or binding on, the Purchasers, of any kind that
                                            gives any Person the right to purchase or otherwise receive the Consideration Shares (or
                                            any interest therein).



 


		(f)	The Purchaser has not, nor has anyone
                                            authorized on its behalf, done, committed or omitted any act, deed, matter or thing whereby
                                            any of the Consideration Shares owned by the Purchaser are or may be forfeited or extinguished.



 


		(g)	The Purchaser has made, or will make,
                                            all necessary disclosures to regulatory bodies governing the transfer of the Consideration
                                            Shares to the Seller including but not limited to the SEC.



 


		(h)	The definition of the Consideration Shares
                                            as set forth in this Agreement is accurate and accurately reflects their status and trading
                                            status.



 


		11.7.	Corporate Action. All corporate action on
                                            part of the Purchaser, to the extent necessary under its governing documents that are required
                                            for the issuance of the Consideration Shares, free from all Encumbrances have been duly taken
                                            and adopted and are in full force and effect as of the date hereof



 


		12.	REPRESENTATIONS AND WARRANTIES
                                            OF SELLERS



 


		12.1.	Warranties of the Sellers. The Sellers warrant
                                            to the Purchaser that each of the statements set out in Sections 10.2 to 10.7 (Warranties
                                            of the Sellers) is true and accurate as of the Execution Date (which warranties shall be
                                            deemed to be repeated as of the Closing Date by reference to the facts and circumstances
                                            then existing as if references in such warranties to the Execution Date were references to
                                            the Closing Date).



 


		12.2.	Authorization by Sellers. This Agreement
                                            has been duly authorized, executed and delivered by the Sellers and creates legal, valid
                                            and binding obligations of the Sellers, enforceable in accordance with its terms. No consent,
                                            approval or authorization of any Person or entity is required in connection with the Sellers
                                            execution or delivery of this Agreement or the consummation by the Sellers of the transactions
                                            contemplated by this Agreement, except for the approval of the Board to the transfer of the
                                            Sale Shares from the Sellers to the Purchaser.



 


		12.3.	Organization. RF is a Delaware corporation
                                            duly organized and validly existing under the laws of the United States, has full corporate
                                            power and authority to carry on its business as it is currently being conducted and to own,
                                            operates and holds its assets as, and in the places where, such Assets are currently owned,
                                            operated and held.



 






    27


     


    

 


		12.4.	Share Ownership Etc.



 


		(a)	The Sellers are the owners of the Shares.
                                            The Sellers have the sole voting power, sole power of disposition and the sole power to agree
                                            to all of the matters set forth in this Agreement, in each case with respect to all of the
                                            Shares proposed to be transferred by the Sellers hereunder, with no limitations, qualifications
                                            or restrictions on such rights.



 


		(b)	All of the Shares held by the Sellers
                                            are fully paid and beneficially owned by the Sellers free and clear from all Encumbrances,
                                            and the Sellers have the full right, power and authority to sell, transfer, convey and deliver
                                            to the Purchaser good, valid and marketable title to the Sale Shares held by the Sellers
                                            in accordance with the terms of this Agreement.



 


		(c)	The Shares held by the Sellers are not
                                            the subject matter of any claim, action, suit, investigation or other proceeding or judgment
                                            or subject to any prohibition, injunction or restriction on sale under any decree or order
                                            of any Governmental Authority.



 


		(d)	The Shares held by the Sellers were legally
                                            acquired, and validly owned and held by the Sellers. The Sellers warrants that the Sale Shares
                                            held by them were acquired and are held in compliance with the applicable Law.



 


		(e)	There are no outstanding or authorized
                                            obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant
                                            to any existing agreement warrants, options, or other agreements including voting agreements,
                                            contracts, arrangements entered into by the Sellers and binding upon the Company, of any
                                            kind that gives any Person the right to purchase or otherwise receive the Sale Shares (or
                                            any interest therein).



 


		(f)	The Sellers have not, nor have anyone
                                            authorized on their behalf, done, committed or omitted any act, deed, matter or thing whereby
                                            any of the Sale Shares owned by the Sellers are or may be forfeited or extinguished.



 


		(g)	No Taxes are required to be deducted at
                                            source or withheld by the Purchaser under Law from payments to be made to the Sellers for
                                            the Sale Shares.



 


		12.5.	No Conflicts. The execution, delivery
                                            and performance of and compliance with this Agreement and the consummation of the transactions
                                            contemplated by this Agreement do not and will not:



 


		(a)	violate, conflict with, result in or constitute
                                            a default under, result in the termination, cancellation or modification of, accelerate the
                                            performance required by, resulting in a right of termination under, or result in any loss
                                            of benefit under: (i) any material contract to which the Sellers or the Company is a
                                            party; (ii) a material permit/license; (iii) any agreements relating to the indebtedness
                                            of the Company, or the Sellers (v) any agreements entered into between any or the Sellers
                                            or the Company or any of its respective Affiliates; or



 






    28


     


    

 


		(b)	violate or conflict with any applicable Law
                                            to which the Company, the Sellers or any of their respective property is subject.



 


		12.6.	No Proceedings. There are no legal or governmental
                                            proceedings pending to which either of the Sellers or the Company is a party or to which
                                            any of the property of either of the Sellers or the Company or Sale Shares is subject, and
                                            which in either case could reasonably be expected to have an adverse effect on the power
                                            or ability of either of the Sellers or the Company to perform theirs obligations under this
                                            Agreement.



 


		12.7.	Knowledge. There are no matters within the
                                            actual knowledge of the Sellers, its Affiliate or any of their officers or employees at the
                                            Closing Date which will or may entitle any of them to make a claim under this Agreement against
                                            the Purchaser.



 


		12.8.	Disclaimer. Neither Seller nor RF, nor any
                                            of their affiliates, representatives or advisors has made, or shall be deemed to have made,
                                            any representation or warranty, express or implied, at law or in equity, in respect of the
                                            Seller, RF, its business, liabilities or operations other than those expressly made in Articles
                                            10 and 12. No representation or warranty has been made or is being made herein (a) as
                                            to merchantability, suitability or fitness for a particular purpose, or quality, with respect
                                            to any assets of RF or Sellers, or the absence of any defects therein, whether latent or
                                            patent, (b) with respect to any projections, estimates or budgets delivered to or made
                                            available to Purchaser or its affiliates, representatives or advisors or (c) with respect
                                            to any other information or documents made available to Purchaser or its affiliates, representatives
                                            or advisors, except in each instance as expressly covered by a representation or warranty
                                            contained in Articles 10 or 12, as applicable. Neither Purchaser nor any of its affiliates
                                            are entitled to rely on any statement, representation or warranty, oral or written, express
                                            or implied, at law or in equity, other than those expressly set forth in Articles 10 or 12.
                                            notwithstanding the foregoing, nothing contained in this disclaimer shall affect any claim
                                            by Purchaser for fraud.



 


		13.	WARRANTIES GENERALLY



 


		13.1.	Each of the Parties shall give the other
                                            Parties prompt notice in writing of any event, condition or circumstance (whether existing
                                            on or before the Execution Date or arising thereafter) that would cause any of their respective
                                            warranties to become untrue or incorrect or incomplete or inaccurate or misleading in any
                                            respect, that would constitute a violation or breach of any of the warranties as of any date
                                            from the Execution Date or that would constitute a violation or breach of any terms and conditions
                                            contained in this Agreement. This requirement shall not prejudice the right of the Parties
                                            to bring a Claim for any breach of the warranties. Each Party undertakes to notify the other
                                            Parties promptly after becoming aware of such event, in any event no later than 10 (ten)
                                            days after becoming aware of such event.



 






    29


     


    

 


		13.2.	Each of the warranties shall be construed
                                            as a separate warranty, covenant or undertaking, as the case may be, and shall not be limited
                                            by inference from the terms of any other warranty or by any other term of this Agreement.



 


		14.	INDEMNIFICATION AND DAMAGES



 


		14.1.	In consideration of the purchase of the
                                            Sale Shares by the Purchaser from the Sellers hereunder, each Party (“Indemnifying
                                            Party”) agrees to indemnify, defend and hold harmless, the other Party, its Affiliates
                                            and each of their respective partners, officers, employees, shareholders, partners, agents,
                                            as the case may be from and against, any and all, damages, Losses, Liabilities, obligations,
                                            fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments,
                                            claims of any kind including third party claims, interest, governmental and statutory action,
                                            costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable
                                            attorney’s fees and expenses) (collectively referred to as “Loss”) suffered
                                            or incurred, directly or indirectly by any Indemnified Party as a result of:



 


		(a)	any misrepresentation or inaccuracy in
                                            any Warranty made by such Indemnifying Party, or any failure by such Indemnifying Party to
                                            perform or comply with any agreement, obligation, liability, warranty, term, covenant or
                                            undertaking contained in this Agreement;



 


		(b)	any fraud committed by the Indemnifying
                                            Party, at any time.



 


		14.2.	In the event either Party makes any payment
                                            pursuant to this Section 10 (Indemnification), the same shall be grossed up to take
                                            into account any Taxes, payable by the Indemnified Parties on such payment.



 


		14.3.	The indemnification rights of the Indemnified
                                            Parties under this Agreement are independent of, and in addition to, such other rights and
                                            remedies as Indemnified Parties may have at Law or in equity or otherwise, including the
                                            right to seek specific performance or other injunctive relief, none of which rights or remedies
                                            shall be affected or diminished thereby.



 


		14.4.	The above indemnity shall take effect upon
                                            Closing and shall lapse on the first anniversary of the Closing Date.



 


		15.	LIMITATION OF LIABILITY



 


		15.1.	Except as provided in Section 15.9,
                                            the provisions of this Section 15 shall operate to limit the liability of each party
                                            in relation to any Claim under this Agreement (including, for the avoidance of doubt, under
                                            Section 13).



 






    30


     


    

 


		15.2.	The aggregate liability of each party for
                                            all Substantiated Claims shall not exceed the amount of the Purchase Price actually received
                                            by the Sellers under this Agreement. For the purposes of assessing whether the limit has
                                            been reached, the liability of the Sellers shall be deemed to include the amount of all costs,
                                            expenses and other liabilities (together with any VAT thereon) payable by it in connection
                                            with the settlement or determination of any Claim.



 


		15.3.	Neither party shall be liable for a Claim
                                            unless:



 


		(a)	its liability in respect of such Claim exceeds
                                            $50,000 (“De Minimis Threshold”); and



 


		(b)	the aggregate amount of all Claims for which
                                            it would, in the absence of this Section 15.3(b), be liable shall exceed $250,000 (“Basket”)
                                            and in such event the party shall be liable for the whole of such amount and not merely the
                                            excess.



 


		(c)	All amounts in par 15.3.A&b will be calculated
                                            after insurance reimbursement if applicable



 


For the purposes
of calculating Claims counting towards the De Minimis Threshold and/or Basket, such calculation shall exclude all costs, expenses and
other liabilities (together with any irrecoverable VAT thereon) incurred or to be incurred by the Purchaser in connection with the formalisation
of any such Claim.


 


		15.4.	The written notice of a Claim shall give
                                            full details (so far as such details are known to the claiming party) of the nature of the
                                            Claim, the circumstances giving rise to it and the claiming party’s bona fide estimate
                                            of any alleged loss.



 


		15.5.	Any Claim notified under Section 12.4
                                            shall be deemed to be irrevocably withdrawn (if it has not been previously satisfied, settled
                                            or withdrawn) unless legal proceedings in respect thereof have been commenced in respect
                                            of a Claim within six (6) months of the giving of written notice of the Claim; and for
                                            this purpose legal proceedings shall not be deemed to have commenced unless both issued and
                                            served, provided that in the event of a Contingent Claim, legal proceedings must have been
                                            so commenced with six (6) months of the Contingent Claim becoming an actual liability.



 


		15.6.	Neither Party shall be liable for a Claim:



 


		(a)	where the matter giving rise to the Claim
                                            is within the actual knowledge of the other Party, its officers or employees or its advisers
                                            before the Closing Date.



 


		(b)	unless and until such Claim becomes a Substantiated
                                            Claim; or



 


		(c)	where the Claim arises from an act (including
                                            an intentional failure to act) or transaction, whether before, at or after Closing, either
                                            undertaken (i) in accordance with this Agreement; or (ii) at the written request
                                            or direction of, or with the written consent of, the other Party or any member of the other
                                            Party’s group.



 






    31


     


    

 


		15.7.	If the same fact, matter, event or circumstance
                                            gives rise to more than one Claim, neither party shall be entitled to recover more than once
                                            in respect of such fact, matter, event or circumstance.



 


		15.8.	Where a party is entitled (whether by reason
                                            of insurance or otherwise) to recover from a third party (not being a party to this Agreement)
                                            any sum in respect of any liability, loss or damage which is the subject of a Claim or for
                                            which such a Claim could be made, such party shall use reasonable endeavors to recover from
                                            that third party before making any such Claim.



 


		15.9.	Nothing in this Section 15 applies
                                            to exclude or limit the liability of either party to the extent that a Claim arises or is
                                            delayed as a result of dishonesty, fraud, willful misconduct or willful concealment by such
                                            party, its agents or advisers.



 


		16.	TERMINATION



 


		16.1.	Each of the Parties shall take all steps
                                            necessary to fulfill the Conditions Precedent promptly. Subject to Section 13.2, if
                                            the Conditions Precedent is not satisfied, or waived on or before the Closing, the non-defaulting
                                            Party may (without limiting their right to claim damages or exercise any other rights and
                                            remedies they may have under this Agreement):



 


		(a)	terminate this Agreement with
immediate effect;



 


		(b)	proceed to Closing as far as practicable.



 


		16.2	In case the Sellers do not cover all the Obligations of the
Company in accordance with Point 3.2 (i) of this Agreement within 30 days from the date of Closing, Purchaser may (without limiting
their right to claim damages or exercise any other rights and remedies they may have under this Agreement):



 


		(i)	terminate this Agreement with immediate effect and demand from the Sellers
                                            to repay a part of the Purchased Price received by the Sellers in accordance with Point 3.2
                                            (i) of this Agreement; and



 


		(iii)	proceed to further arrangements with the
                                            seller and change the date of executing Point 3.2 (i) of this Agreement.



 


		16.4	In case GG does not pay a part of the Purchased Price in accordance
with Point 3.2 (ii) of this Agreement by 31 January 2023, the Sellers may:



 


		(i)	repurchase the Company by returning $7
                                            million (seven) in GG Shares; and



 






    32


     


    

 


		(ii)	keep the amount of $ 1 million (one)
                                            paid on the basis of Point 3.2 (i) of this Agreement as the breakup fee; or



 


		(iii)	proceed to further arrangements with
                                            the Purchaser and change the date of full payment in accordance with Point 3.2 (ii) of
                                            this Agreement.



 


		16.3	Any termination of this Agreement shall be
                                            without prejudice to any rights and obligations of the Parties accrued or incurred prior
                                            to the date of such termination, which shall survive the termination of this Agreement.



 


		17.	INTERIM RIGHTS OVER SALE SHARES



 


		17.1.	The Sellers declares that for so long as
                                            it remains the registered holder of any of the Sale Shares after Closing it shall:



 


		(a)	hold the Sale Shares and the dividends
                                            and other distributions of profits or surplus or other assets declared, paid or made in respect
                                            of the Sale Shares after Closing and all rights arising out of or in connection with the
                                            Sale Shares in trust for the Purchaser and its successors in title; and



 


		(b)	deal with and dispose of the Sale Shares
                                            and all such dividends, distributions and rights as the Purchaser or any such successor may
                                            direct; and



 


		(c)	if so requested by the Purchaser or any
                                            such successor:



 


		(d)	vote at all meetings which the Sellers
                                            shall be entitled to attend as the registered holder of the Sale Shares in such manner as
                                            the Purchaser or any such successor may direct; and



 


		(e)	execute all instruments of proxy or other
                                            documents which the Purchaser may reasonably require and which may be necessary or desirable
                                            or convenient to enable the Purchaser or any such successor to attend and vote at any such
                                            meeting.



 


		17.2.	The Sellers authorize and direct:



 


		(a)	the Company to send any notices in respect
                                            of its holding of Sale Shares to the Purchaser; and



 


		(b)	the Purchaser to complete, in such manner
                                            as the Purchaser thinks fit, and to return proxy cards, consents to short notice and any
                                            other document required or proposed to be signed by the Sellers in the Seller’s capacity
                                            as a member.



 






    33


     


    

 


		18.	PURCHASER POST COMPLETION COVENANTS



 


		18.1.	The Purchaser undertakes to the Sellers
                                            that at all times between Closing and 31st December 2025:



 


		(a)	it shall use its best endeavors to maximize
                                            the profits generated by the Company;



 


		(b)	it shall not, directly or indirectly,
                                            take any action, or cause or permit anything to be done that could distort the financial
                                            performance of the Company, or with the principal purpose of avoiding or reducing the amount
                                            of the Purchase Price;



 


		(c)	it shall not sell, transfer or otherwise
                                            dispose of all or a material part of the Company or their Assets (or enter into an agreement
                                            to do so);



 


		(d)	it shall not (and shall procure that
                                            no other member of Purchaser’s Group shall) divert or redirect any trading, business
                                            opportunities or revenues or any customer, client or supplier away from the Company;



 


		(e)	it shall not cause or permit any of the
                                            following:



 


		(f)	a change to the accounting reference
                                            date of the Company other than as contemplated by this Agreement,



 


		(g)	the proposal or passing of a resolution
                                            to wind up the Company; or



 


		(h)	any management charges, fees or other
                                            intra-group charges or any interest payments on intra-group borrowings to be levied on the
                                            Company’s by the Purchaser or any other member of the Purchaser group.



 


		18.2.	All intra-group transactions between RF
                                            and another member of the Purchaser’s group shall be undertaken on an arm's length
                                            basis and upon reasonable commercial terms, and needs to be approved by the Sellers.



 


		18.3.	After the Closing the Purchaser shall grant
                                            to RF access to the GeniusU tech platform (the GeniusU Tech Platform in purpose RF join the
                                            international entrepreneurs network created and owned by the Purchaser. The Sellers and RF
                                            shall have the obligation to be a part of the Purchaser network on the term and conditions
                                            specified for the Subsidiaries of the Purchaser.



 


		18.4.	The Purchaser undertakes that each of the
                                            2022 Financial Statements, the 2023 Financial Statements, the 2024 Financial Statements and
                                            the 2025 Financial Statements shall be prepared in accordance with US GAAP and applicable
                                            Law.



 






    34


     


    

 


		19.	CONFIDENTIALITY



 


		19.1.	Each Party shall keep all information relating
                                            to each other Party, information relating to the transactions herein and this Agreement (collectively
                                            referred to as the “Information”) confidential. None of the Parties shall issue
                                            any public release or public announcement or otherwise make any disclosure concerning the
                                            Information without the prior approval of the other Party; provided however, that nothing
                                            in this Agreement shall restrict any of the Parties from disclosing any information as may
                                            be required pursuant to a court or regulatory order subject to providing a prior written
                                            notice of 10 (Ten) Business Days to the other Parties (except in case of regulatory inquiry
                                            or examination, and otherwise to the extent practical and permitted by Law). Subject to applicable
                                            Law, such prior notice shall also include (a) details of the Information intended to
                                            be disclosed along with the text of the disclosure language, if applicable; and (b) the
                                            disclosing Party shall also cooperate with the other Parties to the extent that such other
                                            Party may seek to limit such disclosure including taking all reasonable steps to resist or
                                            avoid the applicable requirement, at the request of the other Parties.



 


		19.2.	Nothing in this Section 19.1 shall
                                            restrict any Party from disclosing Information for the following purposes:



 


		(a)	To the extent that such Information is
                                            in the public domain other than by breach of this Agreement;



 


		(b)	To the extent that such Information is
                                            required to be disclosed by any applicable Law or stated policies or standard practice of
                                            the Parties or required to be disclosed to any Governmental Authority to whose jurisdiction
                                            such Party is subject or with whose instructions it is customary to comply;



 


		(c)	To the extent that any such Information
                                            is later acquired by such Party from a source not obligated to any other Party hereto, or
                                            its Affiliates, to keep such Information confidential;



 


		(d)	Insofar as such disclosure is reasonably
                                            necessary to such Party’s employees, directors or professional advisers, provided that
                                            such Party shall procure that such employees, directors or professional advisors a written
                                            agreement to treat such Information as confidential. For the avoidance of doubt, it is clarified
                                            that disclosure of information to such employees, directors or professional advisors shall
                                            be permitted on a strictly “need-to-know basis”;



 


		(e)	To the extent that any of such Information
                                            was previously known or already in the lawful possession of such Party, prior to disclosure
                                            by any other Party hereto; and



 


		(f)	To the extent that any information, materially
                                            similar to the Information, shall have been independently developed by such Party without
                                            reference to any Information furnished by any other Party hereto.



 


		(g)	Where other Parties have given their prior
                                            approval to the disclosure.



 






    35


     


    

 


		19.3.	Any public release or public announcement
                                            (including any press release, conference, advertisement, announcement, professional or trade
                                            publication, mass marketing materials or otherwise to the general public) containing references
                                            the investment made by the Purchaser in the Company, shall require the prior written consent
                                            of the Purchaser.



 


		20.	FEES, TAXES AND DUTIES.



 


The Purchaser shall bear the cost of
all fees in all jurisdictions where such fees, taxes and duties are payable as a result of the cost of the transactions contemplated
by this Agreement. The Purchaser shall be responsible for arranging the payment of such fees, taxes and duties, including fulfilling
any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment. Both Parties will
be responsible for their own corporate or personal taxes and legal fees incurred from this Agreement.


 


		21.	DATA PROTECTION



 


Each party acknowledges and agrees,
and hereby expressly consents, as follows: (i) in the performance of this Agreement, and the delivery of any documentation hereunder,
Customer Data, may be generated, disclosed to a party to this Agreement, and may be incorporated into files processed by either party
or by the Affiliates of either party; (ii) Customer Data will be stored as long as such data is necessary for the performance of
this Agreement (iii) it warrants that it has all legal right and authority to disclose any Customer Data of any third party it discloses
to the other party to this Agreement, and that it has obtained the necessary consents from the relevant third party data subjects to
so disclose such Customer Data; (iv) it has been informed of the existence of its right to request access to, removal of or restriction
on the processing of its Customer Data, as well as to withdraw consent at any time; and (v) it acknowledges its right to file a
complaint with the Customer Data supervisory authority in the relevant jurisdiction.


 


		22.	ARBITRATION



 


		22.1.	Any dispute arising out of or in connection
                                            with this contract, including any question regarding its existence, validity or termination,
                                            shall be referred to and finally resolved by arbitration in New York City, New York, USA
                                            in accordance with the International Chamber of Commerce Arbitration Rules (“ICC
                                            Rules”) for the time being in force, which rules are deemed to be incorporated
                                            by reference in this Section.



 


		22.2.	The Parties agreed that any arbitration
                                            commenced pursuant to this Section shall be conducted in accordance with the Expedited
                                            Procedure set out in Article 30 of the ICC Rules.



 


		22.3.	The Tribunal shall consist of one arbitrator.



 


		22.4.	The language of the arbitration shall be
                                            English.



 


		22.5.	This Section shall survive the termination
                                            of this Agreement.



 






    36


     


    

 


		23.	GENERAL PROVISIONS



 


		23.1.	Survival. The warranties and the
                                            Indemnity provisions shall survive the Closing. Any other provision which by virtue of its
                                            nature is intended to survive shall survive the termination of this Agreement.



 


		23.2.	Successors and Assigns. Except as
                                            otherwise provided herein, the terms and conditions of this Agreement shall inure to the
                                            benefit of and be binding upon the respective successors and assigns of the Parties. Nothing
                                            expressed or referred to herein will be construed to give any person other than the Parties
                                            to this Agreement any legal or equitable right, remedy or claim under or with respect to
                                            this Agreement or any provision of this Agreement.



 


		23.3.	Assignment. The Parties hereby agree
                                            that no assignment of this Agreement will be permitted without the prior written consent
                                            of other Parties.



 


		23.4.	Counterparts. This Agreement may
                                            be executed in any number of originals or counterparts, each in the like form and all of
                                            which when taken together shall constitute one and the same document, and any Party may execute
                                            this Agreement by signing any one or more of such originals or counterparts.



 


		23.5.	Notices and deliverables. Notices,
                                            demands or other communication required or permitted to be given or made under this Agreement
                                            shall be in writing and delivered personally or sent by prepaid post with recorded delivery,
                                            or email addressed to the intended recipient, or to such other address or email number as
                                            a Party may from time to time duly notify to the others:



 


IF TO THE PURCHASER


 


	Name:	Genius Group Limited
	Address:	8 Amoy Street, #01-01 Singapore 049950
	Attention:	Roger James Hamilton
	Email:	roger@geniusgroup.net



 



IF TO THE SELLERS


 


	Name:	Jeff
Hays
	Address:	1776
Park Ave Ste 4-217, Park City, UT 84060-5148
	Attention:	Jeff
Hays
	Email:	jeff@jeffhaysfilms.com


 


And


 


	Name:	Patrick
Gentempo
	Address:	1776
Park Ave Ste 4-217, Park City, UT 84060-5148
	Attention:	Patrick
Gentempo
	Email:	pgentempo@revealedfilms.com


 


		23.6.	Amendments. No amendment or variation
                                            of this Agreement shall be binding on any Party unless such variation is in writing and duly
                                            signed by all the Parties.



 


		23.7.	Waiver. No waiver of any breach of
                                            any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent
                                            breach of the same or any other provisions hereof, and no waiver shall be effective unless
                                            made in writing and signed by an authorized representative of the waiving Party.



 


		23.8.	Severability. Each and every obligation
                                            under this Agreement shall be treated as a separate obligation and shall be severally enforceable
                                            as such in the event of any obligation or obligations being or becoming unenforceable in
                                            whole or in part. To the extent that any provision or provisions of this Agreement are unenforceable
                                            they shall be deemed to be deleted from this Agreement and any such deletion shall not affect
                                            the enforceability of the remainder of this Agreement not so deleted provided the fundamental
                                            terms of this Agreement are not altered.



 


		23.9.	Entire Agreement. This Agreement
                                            constitutes the whole agreement between the Parties relating to the subject matter hereof
                                            and supersedes any prior arrangements whether oral or written, relating to such subject matter.
                                            No Party has relied upon any warranty in entering this Agreement other than those expressly
                                            contained herein.



 


		23.10.	Independent Rights. Each of the
                                            rights of the Parties under this Agreement is independent, cumulative and without prejudice
                                            to all other rights available to them, and the exercise or non-exercise of any such rights
                                            shall not prejudice or constitute a waiver of any other right of a Party, whether under this
                                            Agreement or otherwise.



 


		23.11.	Any date or period as set out in any Section of
                                            this Agreement may be extended with the written consent of the Parties failing which time
                                            shall be of the essence.



 


		23.12.	Costs. Each party shall bear its own expenses
                                            incurred in preparing this Agreement. The stamp duty and other costs payable on this Agreement,
                                            and the share transfer deed in relation to the Sale Shares shall be borne by the Sellers.



 


		23.13.	The provisions of this Agreement and the
                                            Appendixes attached hereto shall (as far as possible) be interpreted in such a manner as
                                            to give effect to all such documents; provided however, that in the event of an inconsistency
                                            between this Agreement and the Appendixes, to the extent permitted by applicable Law, provisions
                                            of this Agreement shall prevail as between the Parties and shall govern their contractual
                                            relationship and the Parties shall cause the necessary amendments to the Appendixes attached
                                            hereto.



 


		23.14.	Governing Law: This Agreement and the relationship
                                            between the Parties shall be governed by, and interpreted in accordance with, the Laws of
                                            the United States of America.



 






    37


     


    

 


In witness hereof, the Parties’ authorized
representatives have executed this Agreement as of the date and year first herein above written.


 


	PURCHASER	 	SELLERS
	 	 	 
	Genius Group Ltd.	 	 
	a public Singapore Company	 	/s/ Jeff Hays
	 	 	Jeff Hays
	By:	/s/ Roger Hamilton	 	 
	 	Roger Hamilton, CEO	 	Date:	 
	 	 	 
	Date:	 	 	 
	 	 	/s/ Patrick Gentempo
	 	 	Patrick Gentempo
	 	 	 
	 	 	Date:	 


 






    38


     


    

 


Appendix 1


 


Assets and Liabilities


 






    39


     


    

 


Appendix 2


 


Management Agreements


 






    40


     


    

 


Appendix 3


 


Purchase Price Adjustment Calculation


 


		1.	Purchase Price Dispute Resolution



 


		1.1.	Where a dispute relating to the calculation
                                            of the Top Up or Claw Back, (the “Price Dispute”) is referred to the Reporting
                                            Accountants, the Reporting Accountant’s determination in accordance with Section 4
                                            shall be final and binding on the Parties and shall be deemed to be Agreed.



 


		1.2.	The Reporting Accountants shall be
                                            engaged by the Sellers and the Purchaser on the terms set out in this Appendix 3 and otherwise
                                            on such terms as shall be agreed between the Sellers, the Purchaser and the Reporting Accountants.
                                            The Sellers, its accountants and, if appointed, the Reporting Accountants shall be granted
                                            reasonable access, at reasonable times and on reasonable notice, to the books and records
                                            of the Company and any other information of the Purchaser and its Affiliates which may reasonably
                                            be required to enable them to agree and/or determine the Price Dispute. The Sellers, its
                                            accountants and the Reporting Accountants shall have the right to take copies of any documents
                                            that they reasonably require and shall have access to the relevant personnel of the Purchaser
                                            and its Affiliate as they reasonably require in order to enable them to determine and/or
                                            agree on the Price Dispute.



 


		1.3.	The Reporting Accountants shall determine
                                            their own procedure, subject to the following:



 


		(a)	the Purchaser, the Sellers and/or their
                                            respective accountants shall each promptly, (and in any event within twenty (20) Business
                                            Days of a relevant appointment) submit a written statement on the matters in dispute (together
                                            with relevant supporting documents) to the Reporting Accountants for determination and deliver
                                            a copy of such written statement and supporting documents to the other party;



 


		(b)	following delivery of their respective
                                            submissions, the Purchaser and the Sellers shall have the opportunity to comment once only
                                            (provided that nothing in this sub-paragraph shall prevent the parties from responding to
                                            any requests from the Reporting Accountants) on the other party’s submissions by written
                                            comment delivered to the Reporting Accountants not later than fifteen (15) Business Days
                                            after the written statement was first submitted to the Reporting Accountants and copied to
                                            the other party pursuant to paragraph 1.3(a);



 


		(c)	apart from procedural matters and/or
                                            as otherwise set out in this Agreement, the Reporting Accountants shall determine only:



 


		(i)	whether any of the arguments for an alteration
                                            to the relevant management accounts and/or the calculation of the Purchase Price put forward
                                            in the written statements submitted under paragraph 1.3(a) is correct in whole or in
                                            part; and



 






    41


     


    

 


		(ii)	if so, what alterations should be made
                                            to the relevant management accounts and/or the calculation of the Purchase Price to correct
                                            the relevant inaccuracy in it;



 


		(d)	the Reporting Accountants shall make
                                            their determination pursuant to paragraph 1.3(e) within twenty (20) Business Days of
                                            the expiry of the fifteen (15) Business Day period referred to in paragraph 1.3(b) or
                                            as soon thereafter as is reasonably possible and such determination shall be in writing and
                                            shall be made available for collection by the Sellers and the Purchaser at the offices of
                                            the Reporting Accountants and shall (unless otherwise agreed by the Sellers and the Purchaser)
                                            include reasons for each relevant determination;



 


		(e)	the Reporting Accountants shall act as
                                            experts (and not as arbitrators) in making their determination and their determination of
                                            any matter falling within their jurisdiction shall be final and binding on the Sellers and
                                            the Purchaser save in the event of a manifest error (when the relevant part of their determination
                                            shall be void and the matter shall be resubmitted to the Reporting Accountants by either
                                            party for correction as soon as reasonably practicable);



 


		(f)	the Reporting Accountants shall not be
                                            entitled to determine the scope of their own jurisdiction; and



 


		(g)	the charges and expenses (including VAT)
                                            of the Reporting Accountants shall be borne as they shall direct at the time they make any
                                            determination pursuant to paragraph 1.3(e) or, failing such direction, equally between
                                            the Purchaser and the Sellers.



 


		1.4.	Any determination of the Reporting
                                            Accountants under paragraph 1.3(e) above shall be deemed to be incorporated into the
                                            relevant management accounts and/or the calculation of the Purchase Price which, as adjusted
                                            by the alterations so determined by the Reporting Accountants (if any), shall become the
                                            Agreed management accounts and the Agreed element of the Purchase Price respectively and
                                            be final and binding on the Sellers and the Purchaser.



 


		1.5.	Nothing in this Appendix 3 shall entitle
                                            a party or the Reporting Accountants access to any information or document which is protected
                                            by legal professional privilege, or which has been prepared by the other party or its accountants
                                            and other professional advisers with a view to assessing the merits of any claim or argument,
                                            provided that a party shall not be entitled by reason of this paragraph 1.5 to refuse to
                                            supply such part or parts of documents as containing only the facts on which the relevant
                                            claim or argument is based.



 


		1.6.	Each party shall, and shall procure
                                            that its accountants and other advisers shall, and shall instruct the Reporting Accountants
                                            to, keep all information and documents provided to them pursuant to this Appendix 3 confidential
                                            and shall not use them for any purpose, except for disclosure or use in connection with the
                                            proceedings of the Reporting Accountants or any other matter arising out of this Agreement
                                            or in defending any claim or argument or alleged claim or argument relating to this Agreement
                                            or its subject matter.



 






    42