EX-2.15 5 tm219610d15_ex2-15.htm EXHIBIT 2.15

Exhibit 2.15

FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT

This Fourth Amendment to Stock Purchase Agreement (“Amendment”) is entered into and effective this 21st day of December 2021, by and among: SANDRA JOHNSON AND MARCO JOHNSON, residents of the State of California (collectively, “Seller”), UNIVERSITY OF ANTELOPE VALLEY, INC., a California corporation (“UAV”), GENIUS GROUP LIMITED, a corporation organized under the laws of the Republic of Singapore (“Purchaser”), and UNIVERSITY OF ANTELOPE VALLEY, LLC, a California limited liability company (“UAV Property Company”).

RECITALS

WHEREAS, Seller, UAV, Purchaser and UAV Property Company (solely with respect to Section 1.2(b) of the Purchase Agreement) entered into that certain Stock Purchase Agreement dated as of March 22, 2021, the Amendment to Stock Purchase Agreement dated as of July 29, 2021, the Second Amendment to Stock Purchase Agreement dated September 30, 2021, and the Third Amendment to Stock Purchase Agreement dated November 22, 2021 (collectively, “Stock Purchase Agreement”).

WHEREAS, Seller, UAV, Purchaser and UAV Property Company wish to amend the Stock Purchase Agreement by mutual written consent.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and premises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, agree as follows:

1. The above Recitals are incorporated as if fully set forth herein.

2. All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Stock Purchase Agreement.

3. The Stock Purchase Agreement is hereby amended by mutual written consent of the undersigned parties pursuant to Section 11.11 of the Purchase Agreement as follows:

| a. | Section 1.4(b)(i)(B) is amended by changing the date of “December 31, 2021” to “January 31, 2022”;

| b. | Section 4.4(a) is amended by changing the date of “December 31, 2021” to “January 31, 2022”;

| c. | Section 7.7 is amended by changing the date of “December 31, 2021” to “January 31, 2022”;

| d. | Section 9.1(b) is amended by changing the date of “January 7, 2022” to “February 1, 2022”; and

| e. | Section 9.2(b) is amended by changing the date of “December 31, 2022” to “January 31, 2022.”

4. This Amendment will become effective as of the date first written above (the “Effective Date”). Except as set specifically forth herein, all other terms and conditions of the Stock Purchase Agreement remain in full force and effect. On and after the Effective Date, each reference in the Stock Purchase Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Stock Purchase Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Stock Purchase Agreement will mean and be a reference to the Stock Purchase Agreement as amended by this Amendment.

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The parties hereby have caused this Amendment to be executed and delivered as of the Effective Date.

| By: | /s/ Sandra Johnson
|  | Sandra Johnson
| By: | /s/ Marco Johnson
|  | Marco Johnson
| University of Antelope Valley, Inc., a California corporation
| By: | /s/ Marco Johnson
| Name: Marco Johnson
| Title: President and Chief Executive Officer
| University of Antelope Valley, LLC a California limited liability company
| By: | /s/ Marco Johnson
| Name: Marco Johnson
| Title: President and Chief Executive Officer
| Genius Group Limited, a Singapore corporation
| By: | /s/ Roger Hamilton
| Name: Roger Hamilton
| Title: Founder and Director