UNDERWRITING AGREEMENT between VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. (the “Company”) and JOSEPH STONE CAPITAL, LLC (the “Representative”) VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
The undersigned, Visionary Education Technology Holdings Group Inc., a corporation formed under the Ontario (Canada) Business Corporation Law (the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Stone Capital, LLC (the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2024 • Visionary Holdings Inc. • Services-educational services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 2, 2024, is by and among Visionary Holdings Inc. (f/k/a Visionary Education Technology Holdings Group Inc.), a company organized under the laws of Canada with offices located at 105 Moatfield Drive, Unit 1003, Toronto, Ontario, Canada M3B 0A2 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2024 • Visionary Holdings Inc. • Services-educational services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2024, is by and among Visionary Holdings Inc. (f/k/a Visionary Education Technology Holdings Group Inc.), a company organized under the laws of Canada with offices located at 105 Moatfield Drive, Unit 1003, Toronto, Ontario, Canada M3B 0A2 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
UNDERWRITING AGREEMENT between VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. (the “Company”) and JOSEPH STONE CAPITAL, LLC (the “Representative”) VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
The undersigned, Visionary Education Technology Holdings Group Inc., a corporation formed under the Ontario (Canada) Business Corporation Law (the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Stone Capital, LLC (the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) as follows:
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • September 27th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
WHEREAS, the Company is party to that certain Amended and Restated Securities Purchase Agreement, dated as of September 19, 2022 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, [●] and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • October 3rd, 2024 • Visionary Holdings Inc. • Services-educational services • Delaware
This GUARANTY, dated as of October [_], 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [COLLATERAL AGENT], in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
AMENDED AND RESTATED SHAREHOLDER PLEDGE AGREEMENTShareholder Pledge Agreement • October 3rd, 2024 • Visionary Holdings Inc. • Services-educational services
AMENDED AND RESTATED SHAREHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of October 2, 2024, made by and between 3888 Investment Group Limited (the “Pledgor”), Visionary Holdings Inc. (f/k/a Visionary Education Technology Holdings Group Inc.), a company organized under the laws of Canada, with offices located at 105 Moatfield Drive, Unit 1003, Toronto, Ontario, Canada M3B 0A2 (the “Company”), Fan Zhou and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
INDEMNITY AGREEMENTIndemnification Agreement • March 24th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • Ontario
THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree with each other as follows:
FIFTH AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • April 11th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services
WHEREAS 123 Real Estate Development Ontario Ltd., as purchaser, and the Vendor, as vendor, are parties to an agreement of purchase and sale dated May 19, 2021, as amended by an email amendment dated July 23, 2021, as amended by a first amendment to purchase agreement made between the Vendor and the Purchaser (as successor in interest to 123 Real Estate Development Ontario Ltd.) dated July 26, 2021, as amended by a second amendment to purchase agreement made between the Vendor and Purchaser dated August 6, 2021, as amended by a waiver and third amendment to purchase agreement made between the Vendor and the Purchaser dated October 6, 2021, as amended by a fourth amendment to purchase agreement dated December 16, 2021, and as amended by email amendments dated September 17, 2021, September 20, 2021, September 21, 2021, September 22, 2021, September 23, 2021, September 24, 2021, September 27, 2021, September 28, 2021, September 29, 2021, September 30, 2021, October 4, 2021, October 5, 2021
NINTH AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • September 7th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services
WHEREAS 123 Real Estate Development Ontario Ltd., as purchaser, and the Vendor, as vendor, are parties to an agreement of purchase and sale dated May 19, 2021, as amended by an email amendment dated July 23, 2021, as amended by a first amendment to purchase agreement made between the Vendor and Visionary Education Services & Management Inc. (as successor in interest to 123 Real Estate Development Ontario Ltd.) dated July 26, 2021, as amended by a second amendment to purchase agreement made between the Vendor and Visionary Education Services & Management Inc. dated August 6, 2021, as amended by a waiver and third amendment to purchase agreement made between the Vendor and the Visionary Education Services & Management Inc. dated October 6, 2021, as amended by a fourth amendment to purchase agreement dated December 16, 2021, as amended by a fifth amendment to purchase agreement dated March 31, 2022, as amended by a sixth amendment to purchase agreement dated May 18, 2022, as amended by a
• r . VISIONARY V U GROUP Visionary Education Technology Holdings Group Inc . PERSONAL AND CONFIDENTIAL Decembe r l 5 \ 2021 D ea r Paul Kearns , Re: Employment Agreement for the Position of Chief Operating Officer On behalf of the Visionary...Employment Agreement • March 4th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services
LOAN AGREEMENTLoan Agreement • September 7th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • Ontario
THIS AGREEMENT made effective as of this 23rd day of August, 2022, by Fan Zhou (the “Lender”), of the City of Richmond Hill, Ontario to and for the benefit of Visionary Education Technology Holdings Group Inc. (the “Corporation”), a company incorporated under the laws of Ontario, Canada.
Agreement of Purchase and SalePurchase and Sale Agreement • August 15th, 2023 • Visionary Education Technology Holdings Group Inc. • Services-educational services
Based on relevant provisions of the Contract Law and other related regulations, Party A and Party B, under fair and reasonable conditions and mutual consent, have entered into the following agreement. Party B will acquire the project intended for the development of a comprehensive health professional training program.
BETWEEN: Heritage Mission Global Inc. of 95 OF THE FIRST PART and Farvision Career Education Group Inc. of 10 OF THE SECOND PART BACKGROUND: A. The Seller is the owner of record of 10 B. C. The Seller desires to sell 70% Shares to the Purchaser and...Share Purchase Agreement • March 20th, 2024 • Visionary Holdings Inc. • Services-educational services
SEVENTH AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • June 29th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services
WHEREAS 123 Real Estate Development Ontario Ltd., as purchaser, and the Vendor, as vendor, are parties to an agreement of purchase and sale dated May 19, 2021, as amended by an email amendment dated July 23, 2021, as amended by a first amendment to purchase agreement made between the Vendor and the Purchaser (as successor in interest to 123 Real Estate Development Ontario Ltd.) dated July 26, 2021, as amended by a second amendment to purchase agreement made between the Vendor and Purchaser dated August 6, 2021, as amended by a waiver and third amendment to purchase agreement made between the Vendor and the Purchaser dated October 6, 2021, as amended by a fourth amendment to purchase agreement dated December 16, 2021, as amended by a fifth amendment to purchase agreement dated March 31, 2022, as amended by a sixth amendment to purchase agreement dated May 18, 2022 and as amended by email amendments dated September 17, 2021, September 20, 2021, September 21, 2021, September 22, 2021, Sep
Visionary Hold i ngs Group Inc. 105 Moatfield D r, North York, ON M3B0A2 905 - 739 - 0593 APPENDIX A AGREEMENT OF EMPLOYMENT (This "AGREEMENT") TERMS AND CONDITIONS OF EMPLOYMENT I. Your Duties and Obligations Your primary duties are l isted in...Employment Agreement • April 24th, 2024 • Visionary Holdings Inc. • Services-educational services
Visionary Education Technology Holdings Group Inc. 105 Moatfield Dr, North York, ON M3B 0A2 905-739-0593Employment Agreement • September 21st, 2023 • Visionary Education Technology Holdings Group Inc. • Services-educational services
On behalf of Visionary Education Technology Holdings Group Inc. (the “Company”), I am pleased to offer you a position of COO and Board Secretary for the Company with the terms listed in Appendix A (the “Agreement of Employment”) and Appendix B (the “Confidentiality Agreement”).
EXCHANGE AGREEMENTExchange Agreement • May 16th, 2023 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
This Exchange Agreement (the “Agreement”) is entered into as of the __ day of May 2023, by and between Visionary Education Technology Holdings Group Inc., a company organized under the laws of Canada with offices located at 200 Town Centre Blvd., Suite 408A, Markham, Ontario, Canada L3R 8G5 ( (the “Company”), and the undersigned holder of the Existing Warrant (as defined below) (the “Holder”), with reference to the following facts:
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • October 3rd, 2024 • Visionary Holdings Inc. • Services-educational services • Delaware
WHEREAS, the Company is party to that certain Amended and Restated Securities Purchase Agreement, dated as of October 2, 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, [COLLATERAL AGENT] a Delaware limited partnership and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
APPENDIX A AGREEMENT OF EMPLOYMENTEmployment Agreement • May 2nd, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services
Investment Agreement between Conbridge College of Business and Technology and Farvision Education Group Inc.Investment Agreement • November 23rd, 2021 • Visionary Education Technology Holdings Group Inc. • Services-educational services
Conbridge College of Business and Technology, a private vocational college, approved and registered by the Ontario Ministry of Colleges and Universities ("MCU") ("Conbridge") and Farvision Education Group Inc. a corporation incorporated under the federal laws of Canada ("Farvision").
RELEASERelease • April 11th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • Ontario
THIS RELEASE IS given as of this 6th day of April, 2022, by Fan Zhou (the “Lender”), of the City of Richmond Hill, Ontario to and for the benefit of Visionary Education Services & Management Inc. (the “Corporation”), a company incorporated under the laws of Ontario, Canada.
INDEMNITY AGREEMENTIndemnification Agreement • March 24th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • Ontario
THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree with each other as follows:
EXHIBIT F ESCROW AGREEMENT ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • May 20th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 19th day of May 2022, by and among Visionary Education Technology Holdings Group Inc., an Ontario (Canada) corporation (the “Company”), having an address at 200 Town Centre Blvd., Suite 408A, Markham, Ontario, Canada L3R 8G5, Joseph Stone Capital, LLC, a Delaware limited liability company and the representative of the several underwriters named in the Underwriting Agreement (the “Representative”) by and between the Company and the Representative, having an address at 200 Old Country Road, Suite #610, Mineola, New York 11501, and Hoagland, Longo, Moran, Dunst & Doukas, LLP(the “Escrow Agent”), having an office at 40 Paterson Street, New Brunswick, New Jersey 08903. All capitalized terms not herein defined shall have the meanings ascribed to them in that certain Underwriting Agreement, dated May 16, 2022, including all attachments, schedules and exhibits thereto (the “Underwriting Agreement”).
