Genitus Inc.

Certificate No.: GNT-2025-001
Principal Amount: US$10,000,000
Interest Rate: 5% per annum
Maturity: 5 years (renewable)

This certifies that DANIEL GERECI, an individual founder and developer, is the registered holder of:

TEN MILLION DOLLARS (US$10,000,000)

IN PRINCIPAL AMOUNT OF SECURITY NOTES

of GENITUS INC., a Delaware corporation, issued as consideration for the acquisition of 148 Replit applications and associated intellectual property assets as documented in the Asset Sale Contract dated January 19, 2025.

SECURITY NOTES TERMS:

Interest Rate: Five percent (5%) per annum on outstanding principal
Payment Schedule: Annual interest payments OR deferred to maturity at Company's discretion
Transferability: Freely tradeable on stock exchanges and private markets without restriction
Exchange Eligibility: Qualified for NASDAQ, NYSE, Frankfurt Stock Exchange listing
Mandatory Redemption: Full payment required upon IPO, sale of substantially all assets, or change of control
Senior Debt Status: Priority over equity holders in liquidation proceedings
GLS Custody: Managed through Genitus Ledger System blockchain technology

These Notes have not been registered under the Securities Act of 1933 and are issued pursuant to applicable exemptions for private placements.

Issue Date: January 19, 2025
Maturity Date: January 19, 2030 (automatically renewable)

Daniel Gereci

Chief Executive Officer, Genitus Inc.

Date: January 19, 2025

Transaction Date: January 19, 2025
Transaction ID: AST-2025-001
Contract Reference: Replit Applications Asset Sale Contract

            ACQUIRED ASSETS:

            Portfolio: 148 unique .replit.app applications

            Asset Value: US$10,000,000 (approximately $67,568 per application)

            Development Investment: 2,000+ hours of personal development time

            Technology Coverage: AI, Trading, Gaming, Business, Education, FinTech

            Legal Transfer: Complete ownership from Daniel Gereci to Genitus Inc.

Seller: Daniel Gereci (Individual)
Purchaser: Genitus Inc. (Delaware Corporation)
Consideration: Security Notes in lieu of cash payment
Settlement: Notes issued and recorded in Genitus Ledger System

Daniel Gereci

Secretary / Transfer Agent

Date: January 19, 2025

Holder Name	Principal Amount	Interest Rate	Issue Date	Maturity Date	Trading Status
Daniel Gereci	US$10,000,000	5% per annum	January 19, 2025	January 19, 2030	Freely Tradeable

            TRADING & TRANSFER RIGHTS:
            Public Markets: Notes eligible for stock exchange listing (NASDAQ, NYSE, Frankfurt)
Private Sales: Holder may sell, transfer, or assign Notes without Company consent
Company Buyback: Optional repurchase at fair market value with mutual agreement
Minimum Transfer: $100,000 principal amount increments
No Transfer Restrictions: Freely tradeable investment securities

        

Total Outstanding Notes: US$10,000,000
Annual Interest Obligation: US$500,000
Governing Law: Delaware Corporate Law
Dispute Resolution: Binding arbitration (AAA Commercial Rules)

Security Notes Certificate

Asset Acquisition Details

Notes Registry & Trading Information