AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2022, is by and among 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 each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 19, 2022, is by and among 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 buyers (each, a “Buyer,” and collectively, the “Buyers”).
GUARANTYGuaranty • September 27th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
This GUARANTY, dated as of September 19, 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [·], 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).
SHAREHOLDER PLEDGE AGREEMENTShareholder Pledge Agreement • September 27th, 2022 • Visionary Education Technology Holdings Group Inc. • Services-educational services • New York
SHAREHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of September 19, 2022, made Fan Zhou (the “Pledgor”), 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 secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
SECURITY AND PLEDGE AGREEMENTIntellectual Property Security 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”);
