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”).
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”).
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”);
