Exhibit 10.48


 


FIFTH AMENDMENT TO PURCHASE AGREEMENT 


 


THIS AGREEMENT (the "Agreement") is made effective
as of the 31 day of March, 2022 ("Effective Date")


 


BETWEEN:


GTA OFFICE DMM INC.


(hereinafter referred to as the "Vendor")


 


- and -


 


VISIONARY EDUCATION SERVICES &


MANAGEMENT INC.


(hereinafter referred to as the "Purchaser")


 


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,
and October 6, 2021 (such agreement, as amended or supplemented to the date hereof, being referred to herein as the "Purchase
Agreement") for the property municipally known as 95-105 Moatfield Drive, Toronto, Ontario;


 


AND WHEREAS pursuant to articles of amendment
dated October 15, 2021, Visionary Education Real Estate Group Inc. changed its name to Visionary Education Services & Management Inc.


 


AND WHEREAS the Purchaser has requested
certain amendments to the Purchase Agreement and the Vendor has agreed to the same on the terms and conditions herein;


 


NOW THEREFORE, in consideration of the
mutual covenants and agreements set forth in this agreement and the sum of $10.00 now paid by each of the parties to the other and for
other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree and covenant
as follows:


 


1.       Definitions


 


Unless otherwise defined herein, all capitalized
terms used in this agreement shall have the respective meanings ascribed to them in the Purchase Agreement.


 


2.       Amendments


 


		(a)	The definition of "Closing Date" set out in Section 1.1 of the Purchase Agreement is
hereby deleted in its entirety and replaced with the following:
	 	 	" "Closing Date" means
May 26, 2022 or such other date as the Vendor and Purchaser may agree in writing;"



 


 


 


 






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		(b)	Section 3.1(d) of the Purchase Agreement is hereby amended by deleting the words "first Business
Day which is at least fifteen Business Days prior to the Closing Date" and replacing the same with "March 10, 2022".



 


		(c)	A new section 3.1(d2) is added to the Purchase Agreement following Section 3.4(d), as follows:
	 	 	 
	 	 	"(d2) within two (2) Business Days
of the execution of the fifth amendment to this Agreement, the Purchaser shall pay an additional One Million Eight Hundred Thousand Dollars
($1,800,000), by wire transfer in immediately available funds from a Schedule I Canadian chartered bank as a further deposit to the Vendor's
Solicitors, to be held by them on the same terms as referred to in Subsection 3.1(a)."



 


		(d)	Section 3.1(e) of the Purchase Agreement is hereby amended by deleting the words "Subsections 3.1(a),
3.1(b), 3.1(c), and 3.1(d) above" and replacing the same with "Subsections 3.1(a), 3.1(b), 3.1(c), 3.1(d) and 3.1(d2) above".



 


		(e)	A new Section 4.1(b) is added to the Purchase Agreement following Section 4.1(a), as follows:
	 	 	 
	 	 	"(b) on or prior to the May 12, 2022,
the Purchaser shall have delivered a fully executed commitment letter from Bank of China (Canada) or any other lender selected by the
Purchaser with respect to the Purchaser's debt financing for the transaction and evidence that it has paid any fees payable thereunder
upon acceptance thereof, and the Vendor shall be satisfied with same and the Purchaser's ability to complete the transaction contemplated
herein on the Closing Date."



 


3.       Successors and Assigns


 


This agreement shall enure to the benefit of and
shall be binding on and enforceable by the parties and their respective successors and permitted assigns.


 


4.       Time of the Essence
and Ratification 


 


All other terms and conditions of the Purchase
Agreement continue to be in force and full effect. Time shall continue to be of the essence.


 


5.       Headings, Extended
Meanings


 


The headings in this agreement are inserted for
convenience of reference only and shall not constitute a part hereof and are not to be considered in the interpretation hereof. In this
agreement, words importing the singular include the plural and vice versa; words importing the masculine gender include the feminine
and vice versa; and words importing person include firms or corporations and vice versa.


 


6.       Counterparts


 


This agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution copies of
this agreement may be delivered by electronic transmission or fax and the parties agree to accept and be bound by signatures on any document
that is delivered by electronic transmission or fax. The signature of any party thereon, for purposes hereof, is to be considered as an
original signature, and the document transmitted is to be considered to have the same effect as an original signature on an original document.


 


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IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first written above.


 



	 	GTA OFFICE DMM INC.
	 	 	 
	 	by:	/s/ Steve Hodgsen
	 	 	Name: Steve Hodgsen
		
     
    
	Title: ASO
	 	 	 
	 	I have the authority to bind the Corporation.


 


 



	 	VISIONARY EDUCATION SERVICES & MANAGEMENT INC.
	 	 	 
	 	by:	/s/ Zaiyi Liao
	 	 	Name: Dr. Zaiyi Liao
		
     
    
	Title: Director
	 	 	 
	 	I have the authority to bind the Corporation.


 



 


 


 


 


 


 


 


 


 


 


 






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