Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the month of November 2023

 

Commission File Number: 001-41385

 

 

Visionary Holdings Inc.

 

95 Moatfield Dr. First floor

Toronto, Ontario, Canada M3B 0A2

905-739-0593

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒             Form 40-F ☐

 

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

1.

Sale of Unit D63, 4300 Steeles Ave. E, Markham ON L3R 0Y5

 

On November 8, 2023, the Company entered into an Agreement of Purchase and Sale (“Agreement”) with 1000593277 Ontario Inc. in connection with the sale its properties located at Unit D63, 4300 Steeles Ave. E, Markham ON L3R 0Y5 for 260,000 CAD. On January 22, 2024, both parties agreed to enter into an amendment to change title search date and closing date, while other terms in the Agreement remain the same.

 

The Agreement includes customary representations, warranties, covenants, and closing conditions. The transaction contemplated by the Agreement, as amended, closed on March 8, 2024.

 

The foregoing description of the Agreement, as amended, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Agreement and it’s amendment, which are filed as Exhibit 99.1 and 99.2 hereto and incorporated herein by reference.

 

2.

Approval and Ratification of Asset Transfer

 

On February 5, 2024, the Company transferred (i) 80% equity of Farvision Digital Technology Group Inc., a wholly owned subsidiary of the Company, to Qi Aimin, an individual unrelated to the Company, at a price of 80,000 CAD; and (ii) 70% equity of Visionary Academy (Lowell Academy) from Farvision Career Education Group Inc. to Qi Aimin at a nominal price of 1 CAD. The Board approved the transaction in order to streamline and restructure the Company’s operations.

 

3.

Acquisition of Heritage Mission Global Inc.

 

On February 22, 2024, Farvision Career Education Group Inc., a wholly owned subsidiary of the Company (“Farvision”), entered into a share purchase agreement (“Heritage Agreement”) with Heritage Mission Global Inc., the sole shareholder of Heritage Innovation School Inc. Pursuant to this agreement, Farvision will acquire a 70% ownership stake in the issued and outstanding shares of Heritage Innovation School Inc., the entity operating Heritage Innovation School, at a price of Five Hundred Twenty-five Thousand Dollars (USD 525,000). This consideration will be settled through the issuance of 175,000 common shares of the Company, valued at US$3.00 per share. The Heritage Agreement includes customary representations, warranties, covenants, and closing conditions. Subject to the closing conditions set forth therein, the transaction is anticipated to close by the first quarter of 2024.

 

The foregoing description of the Heritage Agreement, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Heritage Agreement , which is filed as Exhibit 99.3 hereto and incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit		Exhibit Description
99.1		Agreement of Purchase and Sale dated November 8, 2023
99.2		Amendment to Agreement of Purchase and Sale dated January 22, 2024
99.3		Share Purchase Agreement between Farvision Career Education Group Inc. and Heritage Mission Global Inc., dated February 22, 2024

  

 

 

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Visionary Holdings Inc.
	By:	/s/ Rusheng (Ransom) Wu
	Name:	Rusheng (Ransom) Wu
	Title:	Chief Executive Officer
Dated: March  20, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Exhibit 99.1

D o cuSi.gn Envel o pe I D E05E2B8 9 - 0CA1 - 4D73 - B2C D - 1C167DB8BF5 1 . - .n A . Ontario Rea . I Estate Association Form 501 for use in the Province of Ontorio Agreemen:t of Purchase and 1 Sale Condominium Resafo • Commercial This Agreement of Purchase ond Sole doted this ............... ................ doy of ......... . . . . ..... .... . . ... N. ? . '.:r . . . ....................... , 20 . 3 ............. . BUYER: ............ . . . . . 0 . . 0 . S.S. .'. . ?...<?::.t. a.r. '?.. ! . ':::7 - : .: ...... . ...................... . .................... . .... . ..... . ........... . . . ................,agrees lo purchase from !Full legal names of all Buyers) PR.OPERTY: o unit in the condominium property known cs .......................... . ........................ 't: 1:: ........................ . ......... ..... . .............. No ........ :?. .......... • • • jApartment/fownhouse/Suite/Unit) in !he being ............ . ... ,.. ":f? E ' . . . : . 1 . i . ƒ . . 1 ' ? . : . 1 ; 1 . c i ': : n . i;:1: . 1 ? . . . ¸ . - r 1 . 1 P : .? . r . ': 1 . '?:: .............. . .. Condominium Pion No . . ... .... . ............................................. . !Legal Name, of Condominium Corporation] Unit Number ................... . . . . ..................... Level No . . ... .... .... . ...................... .. ..... Bu,iJding No ....................... .... ............. together w i th ownership or exclusive use of Pmldng Spoce(sl ................................................. N.' f. l ....'. ... . ....................... .... .... . ........ . roge t her wi!h ownership or exclusive use of (Numberls), Lecve l lsl! Locker(s) ................. . .... . ....... . ....... . ...... / . . 1:'. . ·•·.... . ................................ . ... , together w1th Selter's proportionate ,mdi - .,ided tenon c y - irx:ommon interest INumbeds). l evel:(s)) in !he common elements appurtenan t !o the Unit as described in the, Dedom!ion and Descriptlon induding the exdusive right to use such other ports of the common elements appllrtenant to the Unit as may be specified in the Dedorofion and Desc:iplion: !he Unit, the proportionate interest in the common elements oppurtenon! thereto, and the exclusive l!se portions of t he common elements, being: herein cafled the "Property". PURCHASE PRICE: Dollars by negollo bl e cheque payab l e to ............ . ................ . ....... '. .......... '!. .¥ ? . - . . 1:1 - . l:' . : . ; :1 . . .'I'.r: . t ...... . .................... . . . . ......... . ........ "Deposit Holder" lo be he l d in !rust pending completion or0th . er termin a tion o! this Agreement and to be cred it ed toward !he Purchase Price on complelion. for t he purposes of t his Agreement, "Upon Acceptance" shall meon that the Buyer is required lo deliver the deposit to the Deposit Ho l der wi!hin 24 hours of the acceptance of this Agreement. The parties 10 this Agreemenl hereby ocknowledge thot, un l ess othe r wise provided for in this Agreement the D eposit Holder shall ploce the deposit i n trust in !he Deposit Ho l der's norrinterest bearing Real Es1ate Trusl Account and no interest shall be earned, received or p aid on !he deposi!. Buyer agree.s to pay the balance as more particularly set out in Schedule A attoch.ed. SCHEDULE(Sl A ..................... ............................... _. ............ .................. attached hereto form(s) part of thi.s Agreement, 1. IRREVOCABILITY: This offer shoU be irrevocab l . e by ...................... :3::1 .¥: . .. ..................... un t il .................. ; . . .. : . 5. ................... on (Seller/Buyer) {o.m./p.m.) ,c ihe ...... . ....;., .......... doy of ................................ ? .. .:' . 1: ..................................., 20 . 2 . 3 ............... . , after wh i ch t ime., if no t accepted, this offer sha ll be nuU end void ond the deposil shol! be returned to the Buyer in full without interest. 2 . COM.PU.TION DATE: This Agreement sho:11 be completed by no l oter than 6:00 p.m. on the ................ - ƒ . .............. day of ........................... ..... . . . . . .. . . . .. . . . . . D . . ......................., 20. . 3 .......... Upon completion, vacant possession of the Property shall be given to the Buyer unless 10 o;,,,w1,. p,o,ided lo, ,hi, Ag, =.s OF BI.Ml!1S), INlflAI.S OF SEWR{S), cw - _) l D The irodemarh RtAl1OR® , REALTORS®, Ml.$®, Mult i ple Lls! i ng Service'® and om,cioted log,» me awned or controlled by The C,mcd ,o o Real brute A»odot,on (CREA) and identify the rea l ostot,, profo1>ioool, who are member< of CREA and the 11u , w · qoafoy of r.erva 1hey prov t de. Used unde r ftci!!!!rue. © 2023, Ontario Rea l fatale AssoclOl!oo !'OREA") . Al l rrgh is reserved. This form we, developed by OREA for Iii ""' and repmdod ioo it!i - rne.mbers and hcensees only. Any 0:+ r or»e or r rocfudion. i i prohibited except w ith pnor wn tt en consent of OREA Do not ch .r wnen p.riri tm g oc reprodvcing tl - ie • s.tondord prHet porhon. ORfA bee.ts nc - liob 1 foy for your use of thls form. Form SOT Revised 2023 Page 1 of 6

DocuSign Envelope ID 81 392A01 - C3B8 - 40O8 - B362 - E7AA3DE10562 3 , NOTICES : The Seller hereby appoints the Lishng Brokerage os agenf for the Seller for the purpose of giving ond receiving notices p ursu an t to this Agreemen t . Where o Brokerage (Buyer's Brokerage} hos eniered in to o represento!ion agreemen t with the Bvyer , the Buyer hereby appoints !he Buye r's Brokerage os agen l for the pl!rpose of giv ing and receiving notices ptJrsoont to this Ag reemenl . Where a Brokerage represents both the Seller and the Buyer (multiple representation}, the Brokerage shall not be appointed or authorized to be agent for either the Buyer or the Seller for the purpose of gi - . ,ing and receiving notices . Any notice relating hereto or provided for herein shall be in writing . In addition to any provision contained herein and i n any Schedule hereto, lhis offe r, any coLJnle r - offer , notice of accep t ance thereof or any notice to be given or rec e i / ed pl!rsuant to this Agreement or any Schedu l e hereto {any of them, "Document") shall be deemed given and received when del iv ered personalfy or hand delivered to the Address for Service provided in the Acknowledgemen t below, or where a facsimile numbe r or email address is provided herein, when transmitted electronically to that lacsimile number or email address , respectively, in which rnse , t he signaturels) of the party { parties) sha ll be deemed to be o rigin al . FAX No .: ............................ ... .... .. .... . .. .... ... ............... .. . . . .......... . . . .... . FAX No . : .. ... ................ . .............. . .. ....... . ..... . ... . .. . ............ ..... ........ . (For delivery of Documents IO Seller) (For deliver y of Documents to Buyer) (For delivery of Documents io Seller) Email Address: .. . ... . .. ......................... . . ... .... .. . ... . . . ................ . ........ .... Email Address: ...................... . ......................... .......... .... (For delivery of Documents to Buyer) 4. CHAmts INCLUDED: N/A Unless otherwise slo:ted in this Agreement or any Schedule hereto, SeUer agrees to convey oU lix l ures and chattels included in !he Pu rchase Price free from afl Hens, encumbrances or claims affecting the said fixtures and cnollels. 5. FIXTURES EXCLUDED: N/A 6. RENTAL ITEMS (Including Lease, Leese to Own): The following equipment is rented and not induded in the Purchase Pr i ce. The Buye r agrees to a : ssume lhe rental contracljs), if assumable: N/A The Buyer agrees to co - operate and ex.ecule such documentalion as may be required to facili ta te such assumption. 7. COMMON EXPENSES: Selle r warrants to Buyer !ha t the common expenses presently payable to the Condominium Corparalion in respect of the Property are approximately $ ........ ... ...... ........ . . ........... . . .: . . ? .. • . per month, which amoun t inclu desthe fol!owinq: Com Elem , Building Inuran . ce 8. PARKING AND LOCKERS: Parking and Lockers are as described above or assigned as fo llows: .... .. ....... . . . ................................. . ...... . . ... . ...... .. . /. ......................................... . . . ............. . . ....... . ........ al an additional cost of: ......... . .................................... . ....... . ........ . . . .. ..... ..... .. .. .. ..... . 9. HST : If the sale of the property (R . eol Property as described above) is subiect to Harmonized Sales Tax (HST), then such tax shall be in addition to the Purchase Price . The Seller will not collect HST if the Buyer provides to !he Setler a warranty that the Buyer is registered under the Excise Tax Aci rETA"), togethe r with a copy of the Buyer's ETA regfstralran, a warranty !hal the Buyer shall self - 0 ssess a,nd remil the HST payable and file the prescribed farm and shall indemnify the Selle r in respect of any HST payable . The foregoing war ranties shall not merge but shall survive the camplelion of !he tran sactio n .. !f the sale of the property is nor subiecl lo HST, SeUer agrees to certify on or before dosing, tha t the transaction is not subject !'o HST . Any HST an chattels, If applicabte, is not induded in the Purchase Pr ice . INITIALS OF BUYER($): INITIALS OF SELLER(S): m The L.13 Th<> • REALTOR . REA!JORS@. MIS®. Mul ti ple Li,ting S.,,vice>® and ,mocicted logos o,e . awned o, can1rolled by .ecol. E ~ sfol<> Assoc i ation i CRfA l and i d<n!liiy tt - .e ,cal e,to11, pro fe>Si 0<1oh who ore n,emb<n, of CREA and the 11urn,.,. , qu &erv s - 1hey prO'l( tde: . Us.ed under license. © 2023, On1erio Rea l fatale Anociofion ['OREA 1. All rig.hi!. r«serv<ld. Thi, form wo, dO"oloped by OREA for 11,e u,e and rop,odudior, by it, m•mbers and licen,.,.,, only. Anr. o,!,., use or reprooud ion i, proh i b i ted excep, wim pnor wntten coment of OREA Do not a!tor when pri"r, tm g oc reprodvc i ng.the - standord prfrset portwn. OREA beo no fteb ili?y for your use of th is form. Form 501 Revi ed 2023 Page 2 of 6

OocuSign Envelope ID 81392A01 - C3B8 - 4008 - B 362 - E7AA3DE1D562 10. mu SEARCH : Buyer shall be allowed until 6 : 00 p . m . on the ....... 6 ... . . . . . . day of ... .. .................... 1 ? . . < : ' . · ··· · · · ·· · ····· . . ........... , 20 f . 3 .... .. (Requisition Date) to examine the mle to the Property at Buyer's own expense and until the earlier of : {i! thirty days from the later of the Requisltion Date or the date on which the conditions in !his Agreement are fu l filled or otherwise waived or ; (ii) live days prior ta comp l etion, to satisfy Buyer that there are no outstanding work anders or deficiency notices affecting the Property , and that its present use .<' ':1:"<;:. . ...... . ....... . ..... ... . .. ............... . ....... .. .............. ..... ............ . ..... . .......... . . ...... . ...................... ...... .............. . . ........ . ....... . ...............) may be lawfully continued. ff within !hat t ime any valid ob jection to title or ta any outstanding work order or deficiency notice, or to the fact the said present use may not l awfully be continued, is made in writing lo Seller and which Seller is unahl'e or unwHling to remove, remedy or satisfy or obtain insurance save and except against risk of fire (Title Insurance) in favour ol !he Buyer and any mortgagee, /with all re lated costs at the expense of the Seiler), and which Buyer wil l no t waive, this Agreement notwithslanding any intermediate ac!s or negotiations in respect of such objections, shelf be at on end and oU monies paid shalf be returned wilhout in terest or deduc!ion and Selle r, Listing Brokerage and C 0 <>peraling Brokerage shall not be liable for any costs or damages_ Save as to any vo!id objection so made by such day and except for any abfectian going : ta the root of the title, Buyer shall be conclusively deeme d to hove accepted Seller's title lo the Property . Seller hereby consents ta the municipality or other govemmentof agencies releasing to Buyer details of a,li outstanding work orders and deficiency notices affecting the Property, and Setler agrees to execute and deliver such further aulhorizotions in ihis regard cs Buyer m a y reasonably require . 11. TITLE : Buyer agrees to a . ccep t titl e to the Property subject lo all rights ond easements registered against title for the supp fy and instoHa!ran of telecommunication services, e!edriciiy, gos, sewers, wa t er, tel'evisian coble lad!ities and a!her relo!ed services ; provided that tille to the Property is otherwise good and free from al ! encumbrances e xce pt : (a) as herein expressly prov id ed ; (b) any registered restrictions, conditions or covenants that run wlth th e la nd provi d ed such have been comp li ed with ; (c) !he provisions of the Condominium Ad and ils Regu lati on $ end t he terms , conditions and provisions of ihe Decimation, . Description ond By aws, Occupancy Standards By - laws . including . the Common E lement Ru l es and other Rules and Regul - atians ; and fdj any existing municipal : agreements, zoning by - lows and/or regulations and utilities or service contracts . 12. CLOSING ARRANGEMENTS : Where each of lhe Se U er and Buyer retain a lawyer to complete the Agreement of Purchase a nd Sa le of the Property, and where the trcmsoctian will be completed by electronic regis tra tion pursuant to Part HI of th e land Registration Reform Ad, R . S . O . 1990 , Chapter l 4 and the Electronic Registration Act . S . O . 199 1 , Chapte r 44 , and any amendments the re to, the Seller and Buyer acknowledge an d agre e that the exchange of dosing funds, non - regi str able d ocuments and o th er items {th e "Requ isHe Deliveriert) and t he release thereof to !he Seller and Buyer w i - 11 (a) no! occur al the some lime as the reg : is t rolian of the transfer/deed {and any other documents in t e nd e d to be reg istered in cormectian with the campl'etion of th is lronsoc!ion) and (bl be subfect lo conditions whereby the l a wyerfs) rece i ving any of the Requisi te Deliveries wilt be required to hold some i n trus! and oaf re l ease same except in accor dan ce wit h the ierms of a documenl reg i stration agreemen t between the said l awyers . The Seller and Buye r irrevocably instruct the said l awyers to be bound by the dacumen l registration agreement which is r ecommended !ram lime to time by the Law Society of Ontario . Unless o t herwise agreed to by the lawyers, such exchange of Requis i te Delive rie s shall occur by th e delivery of the Requisite Deliveries of each party to !he office of !he la wyer far the other party or such other location agreeable lo bo t h l awyers . • 13. STATUS CERTIFICATE AND MANAGEMENT OF CONDOMINIUM : Se U er represents and warrants to Buyer that there are no special as sessments contemplated by !he Condomi : nium Carpamtian, and !here are no legal odians pending by or against or contempfoted by lhe Condominium Corporation . The Se l ler consents to a, request by lhe Buyer or his authorized represent a tive far a Status Cer iif,co : te from the Condominium Corporation . Buyer acknowledges that the Condomin i um Carporotion may have entered into a Management Agreement for the management of the condl .: lminium property . 14. DOCUMENTS AND DISCHARGE : Buyer sho ll not cal! for the praduclian of any title deed, abstract, survey or other evidence of tit le ta the Property except such as are i n the possession or control of Seller . Seller agrees to deliver lo Buyer, if it is possib le without incurring any cost s in so doing, cop ie s of a!I cu rr ent condominium documentation of !he Condominium Cor poration, indoding the Dedora!ion, Des cription, By - laws, Cammon Element Rules and Regulations and !he mas ! recent financial statements of the Condominium Corporation . I! a discharge of any C harge/Mortgag e h e ld by a corporat i on incorporated pursuant to the Trust And lami Companies Act (Canada), Ch ar ter ed Sank, Trust Compan y, Credit Union, C aisse Popula re or Insuranc e Company and whi ch is nal ta be assumed by Buyer on campl'etran, is no! available in registr a b l e form on completion, Buyer agrees to accep t Seller's lawyer's personal undertaking to obtain, out of the dosing funds, a discharge in registrabl'e form and to registe r same, or cause same to be re gistered, on title within a reasonab le period al time ofter completion, provided tha t on or before completion Sel!er shall provide to Buyer a mortgage state - men! prepa . red by the mortgagee setting out !h e balance required lo obtain !he discha rg e , and, where a rea . iime el' edronic deored funds transfer system is not being used, a direction executed by Seller directing payment lo the mortgagee of the amount required t o obtain the discharge out of !he balance due o n compl'etion . 1 S . MEETINGS : Se l l er represen t s and warrants t o Buyer t hat at the hme af the acceptanc e of !his Offer he hos not receive d a notice convening a specia l or generof meeting of the Condominium Corporation respecting ; {a) the !e rmlna!ion of the government of the condom in ium property ; fb) any substantial a l !erafian in or substan t ial : addition to the common e!emenls ar the renovatio n thereof ; OR !cl any substantial change in the assets or li abilities of the Condominium Corporation ; and Seller covenan ! s that ii he receives any such notice prio r ta th e dote of completion he sho l i forlhwith notify Buyer in writing and Buyer may !hereupon al hls option declare this Agreement to be null and vo i d and al! monies paid by B uye r shall be r efunded w it hout interest or deduction . 16 . INSPECTION : Buye r acknowledges hav ing ha d t he opportunity to inspect the Pr operty and understands th . at upon acceptance af this offer the re shofl be a binding agreement of purchase and sa l e between Buyer and Seifer . DS INmALS OF BUYER(S): 1 9 m Th" irodemarh RtAIJOR®. REALTORS® . Ml.5'1ii. Mu i pfe Lis ti ng 5e<vices® and ouocio1ed logo, ere awned or oontrofled by l.£!1 th., Conod,cm Real E S1 at • Assodolton (CREA) end id nt;fy the rec:I eslt!llo profossioools who on, memben of CREA and me 11,_,., u - · - q uality of r.erv ,s:. riley ptov rde . U d Lrn der fict'l"ns:e. © 2023 , O ' tcrio Real Emile As,odo !io n i'OREA"j. Alt r ights re,erved. This form was developed by OREA for the use ond reprodoctioo bv ih m mb.,,.. and licen,.,.,, only. Anr. o!fier u,e or r eprocfuction is proh i b i led exce_p, with pr,oc wnlten consent of OREA Do not clt.. wl,en prinnog or reproducing the st anilord p r& - Set portion. OREA be<,,. no liab ility for yoor u,e of th is form. form 501 Revised 2023 Page 3 of 6

D o cuSign Envelope ID : 81392A0 1 - C 3 B 8 - 4 0O8 - B 3 6 2 - E7M3DE 1 0 5 6 2 17. APPROVAL . OF THE AGREEMENT : in the event t hat consent lo this sale is required to be given by the Condominium Corporation or !he Boord of Directors, th e Seiler will apply forthwith for the reqvisite consent, and if such consent is refused, then this Agreement shall be null and void and the deposit monies paid hereunder shol! be refunded withovt interest or other penal!ty to the Buyer . 18. INSURANCE : The Un . it and al! other things being purchased shat! be and remain at the risk of the Seller until completion . In the event of substantial damage to the Property Buyer may at his option ellher permit the proceeds of insurance to be used for repair of such damage in accordance with the provisions of the Insurance Trust Agreement, or terminate !his Agreement and all deposit monies paid by Buyer hereunder shall be refunded without interest or deduction . Ir Seiter is taking back a Charge/Mortgage, or Buyer is assuming c : i Charge/Mortgage , Buyer shall suppfy Seller with reasonable evidence of adequate ir . sumnce to proteci Seller's or other mortgagee ' s interest on completion . 19. DOCUMENT PREPARATION : The Transler/Deed shall , save for the land Transfer Tax Affidovif, be prepared in registrable form at the expens . e of SeUer, and any Charge/Mortgage to be given back by the Buyer to Seiter at ! he expense of the Buyer . 20. RESIDENCY : (a) Subjeci to (b) bebw, the SeUer represents and warrants that the Seller is not and on completion wiH not be a noMesident under the non - residency provisions of fhe l'ncome Tax Aci which representa,tfon an d warranty shall survive and not merge upon the completion of this transaction and the Seller shall deliver to the Buyer a statutory dec l aration that Seller is nof then a non - resident of Canada ; fb) provided that if the Seller is a non - resident under the non - residency provisions of the Income Tax Ad , the Buyer sha[I be credited towards the Purchase f>rice with the amount, if any, necessary for Buyer to pay lo the Minister of National Revenue to satisfy Buyer's liability in respect of tax payable by Seller under the non - residency provisions of the Income Tax Aci by reason of this sale . Buyer shall not claim such credit if Sefler delivers on completion the prescribed ceriif i ca t e . 21. ADJUSTMENTS! Common Expenses ; realty tax . es, in . duding local improvement rotes ; mortgage interest ; ren!als ; unrne!ered public or p riv ate utilities and fuel where billed to the Uni! ond not lhe Condominium Corporation ; are to be apportioned and altowed lo !he day of completion, !he d ::: iy of completion itself to be apportioned lo the Buyer . There sha ll be no adjustment for the Seller's shore of any assets o r liablHties of the Condom in ium Corporation incl . Jding any reserve or contingency fund lo which Setler may h ave contributed prior to fhe dote of completion . 22. PROPERTY ASSESSMENT : The Buyer nnd Seller hereby acknow l edg e that !he Provin c e d Ontario hos i mplemented current vo l ue assessment and properlies may be re - assessed on on annual basis . The Buyer and Seller agree that no claim wiJI be mode against the Bvyer or Seller, or any Brokerage, Broker or Salesperson, for any changes in property lox· as o result of a re - assessment of the Property, save and except any property taxes that accrued prior to the completion of this ironsodion . 23. TrME LIMrtS : Time shaH in oil respects be of the essence hereof provided that !he time for doing or completing of any mofter provided for herein may be extended or abridged by an ogreement in writing signed by Seller and Buyer or by !heir respect iv e lawyers who moy be specifically authorized in that regard . 24. TENDER : Any tender of doc : vments o r money hereunder may be mode upon SeHer or Bvyer or their respective lawyers on the doy set for completion . Money shalt he tendered with funds drown on o i owyer's !rust account in the form of o bank draft, certilied cheque or wire transfer using the Lynx high value payment system os set out and prescribed by the Canadian Payments Act (R S . C . , 1985 , c . C - 2 l}, as amended from time to time . 25. FAMILY LAW ACT : Seller warrants : hat spousal consent is not necessary t o this transaction under the provis i ons of the Fam il y Law Act, R . S . O . l 990 unless the spouse of the Seller has executed the consent hereinafier provided . 26. UFFl : Seller represents and warrants to Buyer that during the lime Seller has owned the Properly , Seller has not caused any building on the Property to be insvlo . ted with insulation contain ing urea formaldehyde , and !hat to the best of Seller's knowledge no building on the Property contains or hos ever contained insulation that contains vreo formaldehyde . This warranty shall survive and not merge on the completion of this fronsa . dion, and if the building is port of o multiple unit building, this warranty shall only apply to that pcri cl !he building which is the subiect of this transaction . 27. LE . GAL, ACCOUNTING AND ENVIRONMENTAL ADVICE : The parties acknowledge that any information provided by the Brokerage rs noi legal, t ax or environmental advice, and that it has been recommended thoi the parties obtain independent professional advice prior lo signing this document . • 28. CON' 5 UMER REPORTS : lhe Buyer is hereby notified that a consumer report contcinin 9 credit and/or personal information may be referred to in connection with this transaction, . 29. AGREEMENT IN WRmNG : if there is conflict or discrepancy between any provision o d ded to this Agreement (including any Schedufe attached he r eto) and any provision in the standard pre - set portion hereof, the added provision shoH supersede the standard pre - set provision to the extent of such conflict or discrepancy . This Agreement including any Schedute attoched hereto, sha!f constitute the entire Agreement between Buyer and Seller . There is no representation, warraniy, collateral agreement or condition, which affects this Agreement other thon as expressed herein . For the purposes of this Agreement, Seller means vendor and Buyer means purchaser . This Agreement shall be read with all changes of gender or number required by the conlexL 30. ELECTRONIC SIGNATURES : T he parties hereto consent and agree !o the use of electronic signatures pursvanl fo the Eledronic Commerce Act, 2000 , S . 0 . 2000 , c 17 as amended from lime to time w,th respect lo 1 his Agreement and any other documents respecting this 1 ransactfon . 31. TrME AND DATE: Any reference lo o lime and date in !his Agreemenl shall mean the time and dote where the Property is located. •• DS INITIALS OF BUYER(S): . rr'I the trademarks REAIJOR®. REALTORS ® . Mt$®, Mu lti ple listing S.,,,,ice'® and a "ociated logo, ore ow.ied or ca,,frofied by LJ::!li The Canad ian Real . Estate A»ociotion (CREA) end ,dentify the rea l eslal<! profes,io,,o l , who ore member, of CREA and the 11tarnwi qual i tyof ,ervk.es fu,ey prO ' tde . U undet fi rt . rved. This. form ·..ro, developed by OREA for ihe Ole end reproduction t;, 2023, On tc.rio Rec ! £.role As1<>e 1 otion !"OREA ih me..mbet$ and licen s only. Any o!nfir U e when prin h og or reprodvcing the slonilord p<Hel ii: proh i bned except - w ;rh pnor wnffen c:onScent of OREA. Do not oh.er . OREA beers no l,ob ili,y for yoor ""' of th i s form. Form 501 Revisad 2023 Page 4 of 6

11/10/2023 11/10/2023

D o cuS i gn Envelope ID 81392A0 1 - C3B8 - 40O8 - B3 6 2 - E7M3DE10562 An!! A Ontario Real Estate Association Form 501 for ""' in the Pro•ince ol Ontario Schedule A Agreement of Pur<hase and Sale - Condominium Resale .. Commercial This Sched1.1te is att a che d ro and lorms part of !he Agreement of Purchase and Sale betw'een: D63 Markham .......... ... .. ... . . . .. . ................"···•·· ......... . . . . ... . dated the .......... .... . . .... day of .. ..... .. ......... .. ...... . . . C . ? .:': . . 7 - ............................. , 20. . 3 ..... . .... ..... . .. . Buyer agrees to pay the balance as folfows: The Buyer agrees to pay the balance of the purcha . se price , subject to adjustments, to the seller on the completion of this transaction, with funds - drawn on a lawyer trust account in the form of a bank draft , certified cheque or wire transfer using the large value transfer system. The Seller agrees to discharge any mortgage or liens or other encumbrances registered against the property on or before closing at his own expense, on or before closing. The Buyer knowledge that the chattels and fixtures as not included in the Agreement of purchase and sale. The Buyer agrees to accept existing lease agreement all term left. This Offer is conditional upon the Buyer's Solicitor review the following Condominium Corporation's Documentation: a) Status Certificate and attachments, and finding all of the foregoing satisfactory in the Buyer's Solicitor's sole and absolute discretion. Unless the buyer gives notice in writing delivered to the Seller no later than Five(5) banking days {excluding Saturday, Sunday and Statutory Holidays) after receipt by the Buyer's solicitor of the foregoing documentation, that this condition is fulfilled, this offer shall be null and void and the deposit shall be returned to the buyer in full without deduction. The Seller agrees to request and deliver to the Buyer's Solicitor , at the Seller's expense, the foregoing documentation within twenty(20) days after acceptance of this Agreement. This condition is included for the benefit for the Buyer and maybe waived at the Buyer's sole option by the notice in writing to the seller within the time period stated herein This Agreement is conditional for Twenty(20 ) banking days after acceptance upon the Buyer arranging satisfactory financing . If the said financing cannot be obtained, or if this condition • is not waiv : ed by writing delivered to the Seller within the time specified. This Agreement shall then become null and void and the full deposit shall be returned to the Buyer witho - qt interest or deduction. This condition is for the benefit of the Buyer and may be waived at his sole option. The Seller represents and warrants that during the time the Seller has owned the property, the use of the property and building and structures thereon has not been for the growth or manufacture of any illegal substances , and that to the best of the Seller's knowledge and . belief, the use of the property and the buildings and structures thereon has never been for the growth or manufacture of illegal substances. This warranty shall survive and not merge on the completion of this t ransaction. The Seller represents and warrants that during the time the Seller has owned the property, the use of the property and building and structures thereon, there have been no deaths, suicides, or murders on the property at any time, and further to the best of the Seller ' s knowledge and belief that there are no neighborhood conditions that could negatively affect the buyers use and enjoyment or perceived value of the property. This warranty shall survive and not merge on the completion of this transaction. This form m1.1Sl be initialled by all parties to the Agreement o! Pvrchase and Sole . OS INmALS OF BUYER{S): _ lB The hodemarb REAl10R® , REALTORS®, M!.5$, Mu ltiple Ll>l i ng Service'® and amx;i a ted Iago, . ore owned or oon1rofled by Th<' Conodt0n Real_ Est at e As>Ociofion !CREAi and i d••itify the real e<toli! p ro/e,sio,,als who ore rnemoo, of CREA a nd the 111,:A /.U quof li y of r.en - cces.1h prov tde. US(Kl under r ris:e. (sl) 2023, On!crio Reo l Estcrte Associofon !"OREA 1 . /J I r i g.h!i reserved. This form was devoloped by OREA fo r !he use ond reproduct ion bY its. memb,,,. and hce , only. Anr o1h,, r use or reproaudion ;, prohib i ted exa,p! w ith p nor wntten consent of OREA. Do not oher wlien printing or reprodudng the <tanilord pTHet portion. OREA beers no l , ob ili ,y fa< you r use of th i s form . !'om, 501 Revised 2023 P a ge 6 of 6

Exhibit 99.2

DocuSign Envelope ID: 85A7B751 - 8310 - 423B - AFEF - 9DED2B69AEEC Form 120 for use in the Province of Ontario Amendment to Agreement of Purchase and Sale BETWEEN: BUYER: . . . . . . . . . . . . . . . . . . . . . . . 1 . . 0 . . 0 . . 0 . . . 5 . . 9 . . 3 . . 2 . . 7 .. . 7 . . . . O . . n . . t . . . a . . r . . i . . o . . . . I .. . n . . c . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AND SELLER: . V .. i .. s .. i .. o .. n .. a .. r .. y ... E .. d .. u .. c .. a .. t .. i .. o .. n ... T .. e .. c .. h .. n .. o .. l .. o .. g . y .... H .. o .. l .. d .. i .. n .. g .. s ... G .. r .. o .. u .. p .... I .. n .. c . . ............................................................................................................ RE: Agreement of Purchase and Sale between the Seller and Buyer, dated the . . . . . . 8 . . . . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . . . N . . o . . . v . e . . m .. . b . . e . . r . . . . . . . . . . . . . . . . . . . . . . . . . , 20. 2 .. 3 ... , concerning the property known a s . 4 . . 3 . . 0 . . . 0 . . . . . . . . . . . . . . . . S . . t . . . e . . e . . l . . e . . s . . . . . A . . v . . e . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D .. . 6 . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . M . . . a . r . . . k . . h . . a . . m ................................... as more particularly described in the aforementioned Agreement . The Buyer and Seller herein agree to the following amendment(s) to the aforementioned Agreement : Delete Title Search Day: December 6,2023 Closing Day: January 30,2024 Status Certificate and attachments, and finding all of the foregoing satisfactory in the Buyer's Solicitor's sole and absolute discretion. Unless the buyer gives notice in writing delivered to the Seller no later than January 20,2024 after receipt by the Buyer's solicitor of the foregoing documentation, that this condition is fulfilled, this offer shall be null and void and the deposit shall be returned to the buyer in full without deduction. The Seller agrees to request and deliver to the Buyer's Solicitor , at the Seller's expense, the foregoing documentation within twenty(20) days after acceptance of this Agreement . This condition is included for the benefit for the Buyer and maybe waived at the Buyer's sole option by the notice in writing to the seller within the time period stated herein This Agreement is conditional till January 20,2024 after acceptance upon the Buyer arranging satisfactory financing. If the said financing cannot be obtained, or if this condition is not waived by writing delivered to the Seller within the time specified. This Agreement shall then become null and void and the full deposit shall be returned to the Buyer without interest or deduction. This condition is for the benefit of the Buyer and may be waived at his sole option. Insert Title Search Day: February 5th,2024 Closing Day: February 15,2024 Status Certificate and attachments, and finding all of the foregoing satisfactory in the Buyer's Solicitor's sole and absolute discretion. Unless the buyer gives notice in writing delivered to the Seller no later than January 31,2024 after receipt by the Buyer's solicitor of the foregoing documentation, that this condition is fulfilled, this offer shall be null and void and the deposit shall be returned to the buyer in full without deduction. The Seller agrees to request and deliver to the Buyer's Solicitor , at the Seller's expense, the foregoing documentation within twenty(20) days after acceptance of this Agreement . This condition is included for the benefit for the Buyer and maybe waived at the Buyer's sole option by the notice in writing to the seller within the time period stated herein This Agreement is conditional till January 31,2024 after acceptance upon the Buyer arranging satisfactory financing. If the said financing cannot be obtained, or if this condition is not waived by writing delivered to the Seller within the time specified. This Agreement shall then become null and void and the full deposit shall be returned to the Buyer without interest or deduction. This condition is for the benefit of the Buyer and may be waived at his sole option. INITIALS OF BUYER(S): INITIALS OF SELLER(S): The trademarks REALTOR®, REALTORS®, MLS®, Multiple Listing Services® and associated logos are owned or controlled by The Canadian Real Estate Association (CREA) and identify the real estate professionals who are members of CREA and the quality of services they provide. Used under license. © 2024, Ontario Real Estate Association (“OREA”). All rights reserved. This form was developed by OREA for the use and reproduction by its members and licensees only. Any other use or reproduction is prohibited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre - set portion. OREA bears no liability for your use of this form. Form 120 Revised 2020 Page 1 of 2

DocuSign Envelope ID: 85A7B751 - 8310 - 423B - AFEF - 9DED2B69AEEC IRREVOCABILITY: This Offer to Amend the Agreement shall be irrevocable by . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B . . u . . y . . . e . . r . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . until . . . . . . . . 1 . . . 1 . . : . . 5 . . 9 . . . . . . . . . . (Seller/Buyer) (a.m./p.m.) on the ... 2 .. 2 .... day of . . . . . . . . . . . . . . . . J . . a . . n . . u . . a .. . r . . y . . . . . . . . . . . . . . . ., 20. 2 .. 4 , after which time, if not accepted, this Offer to Amend the Agreement shall be null and void. For the purposes of this Amendment to Agreement, “Buyer” includes purchaser and “Seller” includes vendor. Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Seller and Buyer or by their respective solicitors who are hereby expressly appointed in this regard. All other Terms and Conditions in the aforementioned Agreement to remain the same. SIGNED, SEALED AND DELIVERED in the presence of: IN WITNESS whereof I have hereunto set my hand and seal: ............................................................................... (Witness) ........................................................................ (Buyer/Seller) 1/20/2024 ........................................... (Seal) (Date) ............................................................................... (Witness) .... .................................................................... (Buyer/Seller) ....1/22/1024....................... (Seal) (Date) I, the Undersigned, agree to the above Offer to Amend the Agreement. SIGNED, SEALED AND DELIVERED in the presence of: IN WITNESS whereof I have hereunto set my hand and seal: ............................................................................... (Witness) ........................................................................ (Buyer/Seller) ........................................... (Seal) (Date) ............................................................................... (Witness) ........................................................................ (Buyer/Seller) ........................................... (Seal) (Date) The undersigned spouse of the Seller hereby consents to the amendment(s) hereinbefore set out. ............................................................................... (Witness) ........................................................................ (Spouse) ........................................... (Seal) (Date) CONFIRMATION OF ACCEPTANCE: Notwithstanding anything contained herein to the contrary, I confirm this Agreement with all changes both typed and written was finally accepted by all parties at .......................................... this ................. day of....................................................., 20........... (a.m./p.m.) .................................................................................................. (Signature of Seller or Buyer) ACKNOWLEDGEMENT I acknowledge receipt of my signed copy of this accepted Amendment to Agreement and I authorize the Brokerage to forward a copy to my lawyer. I acknowledge receipt of my signed copy of this accepted Amendment to Agreement and I authorize the Brokerage to forward a copy to my lawyer. 1/20/2024 ........................................................................ ............................... .......................................................................... ..1/22/2024........... (Seller) Visionary Education Technology Holdings Group Inc. (Date) .......................................................................... ............................ (Buyer) Hua Xu (Date) (Seller) (Date) Address for Service ............................................................................ ........................................................ ............................................. (Tel. No.) Seller’s Lawyer ................................................................................... Address ............................................................................................ Email ................................................................................................ ....................................................... .............................................. ........................................................................ ............................... (Buyer) (Date) Address for Service ............................................................................ ........................................................ ............................................. (Tel. No.) Buyer’s Lawyer ................................................................................... Address ............................................................................................. Email ................................................................................................ ....................................................... ........... ................................... (Tel. No.) (Fax. No.) (Tel. No.) (Fax. No.) The trademarks REALTOR®, REALTORS®, MLS®, Multiple Listing Services® and associated logos are owned or controlled by The Canadian Real Estate Association (CREA) and identify the real estate professionals who are members of CREA and the quality of services they provide. Used under license. © 2024, Ontario Real Estate Association (“OREA”). All rights reserved. This form was developed by OREA for the use and reproduction by its members and licensees only. Any other use or reproduction is prohibited except with prior written consent of OREA. Do not alter when printing or reproducing the standard pre - set portion. OREA bears no liability for your use of this form. Form 120 Revised 2020 Page 2 of 2

Exhibit 99.3

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 the Purchaser desires to purchase the Shares from the Seller. D. Visionary Holdings Inc. 100% controls the Farvision Career Education Group Inc. IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows : Purchase and Sales 1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). 2. The Seller agrees to sell and the Purchaser agrees to purchase all the rights, title interest and property 3. The Purchaser will issue 175,000 common shares of Visionary Holdings Group Inc. (NASDAQ: GV) for $3.00 per share with a value of $525,000.00 in total. 4. The Seller should receive the 175,000 common shares of Visionary Holdings Group Inc. (NASDAQ: GV) in 15 business days after closing of this Agreement. Representations and Warranties of the Seller 5. The Seller warrants and represents to the Purchaser as follows: a. The Seller would not be recognized as an issuer, insider, affiliate, or associate of the Corporation as defined or recognized under applicable securities laws and regulations . b. Except as provided in the incorporating documents of the Corporation or as indicated on the face of the certificates for the Shares, the Purchaser would not be prevented or restricted in any way from re - selling the Shares in the future .

would materially affect this Agreement. f. The Seller ensures that the School has all necessary licenses, approvals, authorizations, and permits required for its operations as of the Closing date of this Agreement . There are no unknown circumstances that may result in the suspension, modification, or revocation of the aforementioned licenses, approvals, authorizations, and permits by government agencies . The School has been operated in compliance with the law from its establishment to the present and is not in violation or potential violation of legal provisions . g. The Seller confirms that the Corporation has complied with the relevant legal requirements regarding tax payment, withholding, exemption, and tax deduction, and no significant adverse effects will occur in this regard and the Corporation has no allegations, investigations, claims, or outstanding penalties concerning tax matters . h. The Seller confirms that the Corporation and the School have no pending lawsuits or arbitrations against the School or the Shareholders and no unresolved judgments, awards, or administrative investigations or penalties . i. or senior management compete with the School in the same line of business. j. The Seller confirms that its shareholder(s) and the upstream shareholder(s), if applicable, are not allowed to independently establish or participate in the establishment of new schools that n five (5) years after the Closing Date of this Agreement. k. The Seller will continue to manage the School, agrees the Purchaser will handle financial management solely, and ensure the operation and management will strictly comply with the regulations of a listed company in the United States . Representations and Warranties of the Purchaser 6. The Purchaser warrants and represents to the Seller as follows: a. The Purchaser would not be recognized as an issuer, insider, affiliated, or associate of the Corporation as defined or recognized under applicable securities laws and regulations . b. The Purchaser is not bound by any agreement that would prevent any transactions connected with this Agreement . c. There is no legal action or suit pending against any party, to the knowledge of the Purchaser, that would materially affect this Agreement . d. The Purchaser would authorize the Seller continue to be responsible for the daily management of the School and the Purchaser will handle financial management solely . The Purchaser would authorize the Seller to manage Heritage Innovation School on a daily basis, subject to compliance with the requirements of the U . S . Securities and Exchange Commission, NASDAQ, the Ontario Ministry of Education, and the company's bylaws, while meeting the School's enrollment, operational profitability, and development needs . The Purchaser will conduct periodic assessments and supervision, while financial management of Heritage Innovation School will be handled solely by the Purchaser . The Purchaser agrees to reward 40 % of post - e. The Purchaser agrees that the Seller sells or transfers 175,000 common shares to a third party. If the Seller sells or transfers the 175,000 common shares, the Purchaser will waive the option

Expenses 8. All parties agree to pay all their own costs and expenses in connection with this Agreement. Dividends 9. All loans, debts, liabilities, and financial obligations incurred before the Closing of this Agreement shall remain the sole responsibility of the Seller . All loans, debts, liabilities, and financial obligations incurred after the Closing of this Agreement shall be responsible by both parties by the Shares . 10. Any dividends earned by the Shares and payable before the Closing of this Agreement will belong to the Seller, and any dividends earned by the Shares and payable after the Closing of this Agreement will belong to the Purchaser . 11. Any rights to vote attached to the Shares will belong to the Seller before the Closing and will belong to the Purchaser after the Closing . Breach Liability and Compensation 12. Agreement that involve misrepresentation or significant omissions shall be considered a breach. In the event of a breach, the defaulting party shall bear the corresponding liability under the law. 13. Except as otherwise provided in this Agreement or as required by applicable law, if either the Seller or the Purchaser fails to fulfill its obligations under this Agreement or fails to comply with the relevant provisions of this Agreement, the non - breaching party shall have the right to demand that the breaching party continue performance or take remedial measures and request the breaching party to compensate for the actual losses incurred by the non - breaching party, including but not limited to intermediary fees, litigation costs, attorney fees, investigation costs, travel expenses, and other expenses . This is without prejudice to any other provisions of this Agreement . Confidentiality 14. Either the Seller or the Purchaser has a confidentiality obligation and duty to protect the information, documents, materials, and business secrets that are learned or obtained as a result of signing and executing this Agreement. 15. Exceptions to the confidentiality obligations are as follows: a. Disclosure of the above information occurs as a result of a legal requirement, and either the Seller or the Purchaser under the obligation to declare such disclosure shall notify the other party immediately . b. Disclosure of the above information is due to request from competent government agencies or regulatory authorities, and either the Seller or the Purchaser under the obligation to declare such disclosure shall notify the other party immediately . c. Information enters the public domain through no fault of either the Seller or the Purchaser. d. Either the Seller or the Purchaser discloses the information with the prior written consent of the disclosing party . Governing Law 16. The Purchaser and the Seller submit to the jurisdiction of the courts of the Province of Ontario for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement . This Agreement will be enforced or construed according to the laws of the Province of Ontario . Miscellaneous

20. This Agreement will not be assigned either in whole or in part by any party to this Agreement without the written consent of the other party . 21. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement . Words in the singular mean and include the plural and vice versa . Words in the masculine gender include the feminine gender and vice versa . Words in the neuter gender include the masculine gender and the feminine gender and vice versa . 22. If any term, covenant, condition or provision of this Agreement is held by a court of competent in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result . 23. This Agreement contains the entire agreement between the parties . All negotiations and understandings have been included in this Agreement . Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement . All such statements are declared to be of no value in this Agreement . Only the written terms of this Agreement will bind the parties . 24. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Seller and the Purchaser and their respective successors, assigns, executors, administrators, beneficiaries, and representatives . 25. Any notices or delivery required here will be deemed completed when hand - delivered, delivered by agent, or seven ( 7 ) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing . 26. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law . IN WITNESS WHEREOF the Seller and Purchaser have duly affixed their signatures under hand and seal on this 22nd day of February , 2024 . SIGNED, SEALED, AND DELIVERED In the presence of: Heritage (Seller) Farvision (Purchaser) Career Education Group Inc. Ransom Wu Director

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