Exhibit 10.1

Amendment Agreement

This Amendment Agreement (this “Agreement”), dated as of January 27th, 2023 (the “Effective Date”), is made by and among Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, in its capacity as a holder of Notes and as Collateral Agent (“Holder”), Genius Group Limited, a Singapore public limited company (the “Company”) and the guarantors executing this Agreement (the “Guarantors”).

WHEREAS, the Company and the Holders entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated August 24, 2022, pursuant to which the Holders acquired senior secured convertible notes due February 26, 2025, in the aggregate original principal amount of $18,130,000 (the “Notes”);

WHEREAS, the parties hereto now desire to make certain amendments to the Securities Purchase Agreement and Note subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

“4.17 Variable Rate Transactions. From the date of this Agreement and for so long as the Notes remain outstanding, the Company shall obtain the Buyers’ written consent prior to announcing, effecting, or entering into an agreement, letter of intent, term sheet, engagement letter or other instrument or arrangement to effect, at any time, any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. In addition, the Company covenants and agrees that

it will not enter into any agreement, undertaking or covenant with a third party that prohibits the Company or its Subsidiaries from entering into, effecting or announcing a Variable Rate Transaction or similar transaction with the Buyers or their Affiliates at any time. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt, preferred stock or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering,” whereby the Company may issue securities at a future determined price. Any Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. Notwithstanding the foregoing, the Company may enter into and make sales of Ordinary Shares pursuant to an “at the market” offering program with a bona fide broker dealer or investment bank provided that the Company does not sell its Ordinary Shares at a price less than or equal to $5.17 (subject to appropriate adjustments for any share dividend, share split, share combination, reclassification or similar transaction).”

From the date hereof until March 1, 2026, upon any proposed issuance by the Company or any of its Subsidiaries of any Ordinary Shares, Options, Convertible Securities or Indebtedness in exchange for cash, notes, convertible notes, indebtedness or a combination thereof (a “Subsequent Financing”), the Buyers shall have the right to participate in up to an aggregate amount of the Subsequent Financing equal to the Participation Maximum (as defined below), pro rata to each Buyer’s Subscription Amount, on substantially the same economic terms and conditions set forth in the Offer Notice. For purposes of this Agreement, the

“Participation Maximum” shall mean (a) so long as the Notes remain outstanding, 100% and (b) if the Notes are no longer outstanding, 40%.

4.            Amendment to the Note.

(a)            Section 2(a) of the Note is hereby amended and restated in its entirety as follows:

“Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the Outstanding Principal Value of this Note (less, so long as no Event of Default has occurred and solely for purposes of this Section 2(a), the amount of Cash then held in the Blocked Account from and after the date that $4,000,000 is released from the Blocked Account pursuant to Section 2(a) of the Amendment Agreement, dated January 27th, 2023, by and among the Company and the Holders), and on basis of a 360-day year and twelve 30-day months and shall be payable in arrears on each Interest Date and shall compound each calendar month and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, on such Interest Date in cash.”

Documents, as amended hereby, are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.

11.            Disclosure. The Company will disclose the material terms of this Agreement and the transactions contemplated hereby and thereby and attaching this Agreement as an exhibit thereto by not later than 4:30 p.m. on January 30th, 2023, or such earlier time as may be required by law, by means of a Report of a Foreign Private Issuer on Form 6-K filed with the Commission. Upon the filing such Form 6-K, the Company represents to the Holders that it shall have publicly disclosed all “material, non-public information” delivered to any of the Holders by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. The Company and the Holders shall consult with each other in filing the Form 6-K and in issuing any other public announcements, press releases with respect to the transactions contemplated hereby.

counsel incurred in connection with this an Amendment of $10,000, which may be withheld by the Holder from the amounts released from the Blocked Account pursuant to Section 2(a).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.