Exhibit 10.1


 


EXHIBIT F


  


ESCROW AGREEMENT


 


ESCROW
DEPOSIT AGREEMENT


 


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”).


 


W I T N E S S E T H:


 


WHEREAS, the Representative and the Company
have agreed that a certain sum of money shall be held in escrow upon certain terms and conditions; and


 


WHEREAS, the Representative and the Company
appoint the Escrow Agent as escrow agent of such escrow subject to the terms and conditions set forth in this Agreement; and


 


WHEREAS, the Escrow Agent accepts such appointment
as escrow agent subject to the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, IT IS AGREED as follows:


 


 1. Delivery of Escrow Funds.




 


(a) The
Company will deliver, or shall cause to be delivered, to the Escrow Agent by checks or wire transfer made payable to “Hoagland,
Longo, Moran, Dunst & Doukas, LLP as Escrow Agent for Visionary Education Technology Holdings Inc.” to be held in the Escrow
Agent’s trust account at Bank of America entitled “Visionary Education Technology Holdings Inc., HLMDD as Escrow Agent”
having ABA No.026009593, Account No. [008443109618] (the “Escrow Account”).


 


(b) The
collected funds deposited into the Escrow Account are referred to as the “Escrow Funds”.


 


(c) The
Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of these checks or any other funds delivered
to Escrow Agent for deposit into the Escrow Account. If, for any reason, these checks or any other funds deposited into the Escrow Account
shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to advise the Representative and the Company
promptly thereof and return check in the manner directed in writing by the Representative and the Company.


 


2. Release
of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:


 


(a) If the
Representative advises the Escrow Agent and the Company in writing on or prior to November 19, 2023 (the date that is eighteen (18) months
after the Closing Date) (the “Final Termination Date”) that there are indemnification amounts payable to the Representative
or another Underwriter Indemnified Party by the Company pursuant to Sections 5.1.1 and 5.1.2 of the Underwriting Agreement that have
not been paid by the Company, the Representative shall specify the amount due and payable in its notice, and the Escrow Agent shall wire
transfer such amount to the Representative, provided such amount is collected and available for withdrawal and subject to Escrow Agent’s
receipt of a joint written instruction from the Company and the Representative as set forth in Exhibit A-1. The Company shall not unreasonably
withhold, delay or condition its execution of such Escrow Release Notice.


 


 






    	 	 	 



     


    

 


(b) Promptly
following the Final Termination Date, the Escrow Agent shall pay all remaining Escrow Funds by wire transfer to the Company in accordance
with a joint written instruction in the form of Exhibit A-2 of the Company and the Representative. The Representative shall not unreasonably
withhold, delay, or condition its execution of such Escrow Release Notice.


 


(c) The
Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. The Escrow Agent
may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers
of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness
of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or
order.


 


3. Acceptance
by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:


 


(a) Upon
execution of this Agreement, the Representative shall execute and deliver to Escrow Agent, Exhibit B hereto and the Company shall execute
and deliver to Escrow Agent Exhibit B-1 (together with Exhibit B, each a “Certificate”) hereto, for the purpose of
(i) establishing the identity of each respective authorized representative(s) of the Representative and the Company entitled to singly
initiate and/or confirm disbursement instructions to Escrow Agent on behalf of each such party and (ii) providing standing wire instructions
for each of the Representative and the Company to be used for disbursements to said party. The Escrow Agent may act in reliance upon
any signature on each Certificate believed by it to be genuine, and may assume that any person who has been designated by the Representative
or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has
been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any
statements or instructions or any signatures on statements or instructions, including but not limited to, those contained on each Certificate.
The Representative and the Company may update their respective Certificate by executing and delivering to the Escrow Agent an updated
Certificate in the form attached hereto as Exhibit B and/or Exhibit B-1. Until such time as Escrow Agent shall receive an updated Certificate,
Escrow Agent shall be fully protected in relying without inquiry on the current Certificate on file with Escrow Agent.


 


(b) The
Escrow Agent may seek confirmation of disbursement instructions by telephone call back to one of the authorized representatives set forth
on each Certificate, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To
ensure the accuracy of the instruction it receives, the Escrow Agent may record such call back. If the Escrow Agent is unable to verify
the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until
all issues have been resolved to its satisfaction. The Representative and the Company agree that the foregoing procedures constitute
commercially reasonable security procedures. Escrow Agent further agrees not to comply with any direction or instruction (other than
those contained herein or delivered in accordance with this Agreement) from any party inconsistent with the foregoing.


 


(c) The
Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent
shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its
willful misconduct or gross negligence.


 


(d) The
Company and Representative, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any
and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's
fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Agent arising out of
or related, directly or indirectly, to this Agreement and the Escrow Agent’s performance hereunder or in connection herewith, except
to the extent such Claims arise from Escrow Agent’s willful misconduct or gross negligence as adjudicated by a court of competent
jurisdiction.


 


 


 






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(e) In the
event of any disagreement between or among the Representative and the Company, or between any of them and any other person, resulting
in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent,
in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any
claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and
in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow
Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated
by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all
of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent
shall have the option, after thirty (30) days’ notice to the Representative and the Company of its intention to do so, to file
an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow
Agent under this section are cumulative of all other rights which it may have by law or otherwise.


 


(f) In the
event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain
from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction,
or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(g) The
Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's
obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account,
it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law
(i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for the Escrow Account and deposit said
checks or instruments into the Escrow Account, and (ii) disburse or refrain from disbursing the Escrow Funds as stated herein, provided
that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal.


 


4. Escrow
Account Statements and Information. The Escrow Agent agrees to send to the Representative and/or the Company a copy of the Escrow
Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements
to its non-escrow clients and to also provide the Representative and/or the Company, or their designee, upon request other deposit account
information, including Account balances, by telephone or by computer communication, to the extent practicable. The Representative and
the Company agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Representative and
the Company each consents to the Escrow Agent’s release of such Account information to any of the individuals designated by the
Representative or the Company, which designation has been signed in accordance with Section 3(a) by any of the persons in Schedule
A. Further, the Representative and the Company have an option to receive e-mail notification of incoming and outgoing wire transfers.
If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the Representative and the Company agrees
to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for
such service. The Representative and the Company each consents to the Escrow Agent’s release of wire transfer information to the
designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of
providing such information.


 


5. Resignation
and Termination of the Escrow Agent. The Escrow Agent may resign at any time by giving thirty (30) days' prior written notice of
such resignation to the Representative and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation
hereunder except to hold the Escrow Funds that it has received as of the date on which it provided the notice of resignation as depository.
In such event, the Escrow Agent shall not take any action until the Representative and the Company jointly designates a banking corporation,
trust company, attorney or other person as successor escrow agent. Upon receipt of such written instructions signed by the Representative
and the Company, the Escrow Agent shall promptly deliver the Escrow Funds, net of any outstanding charges, to such successor escrow agent
and shall thereafter have no further obligations hereunder. If such instructions are not received within thirty (30) days following the
effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds and any other amounts held by it pursuant to this
Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor escrow agent. In either case provided
for in this section, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising
with respect to the Escrow Funds.


 


6. Termination.
The Representative and the Company may terminate the appointment of the Escrow Agent hereunder upon a joint written notice to Escrow
Agent specifying the date upon which such termination shall take effect. In the event of such termination, the Representative and the
Company shall, within thirty (30) days of such notice, jointly appoint a successor escrow agent and the Escrow Agent shall, upon receipt
of written instructions signed by both the Representative and the Company, turn over to such successor escrow agent all of the Escrow
Funds; provided, however, that if the Representative and the Company fail to appoint a successor escrow agent within such thirty (30)-day
period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof.
Upon receipt of the Escrow Funds, the successor escrow agent shall become the Escrow Agent hereunder and shall be bound by all of the
provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising
with respect to the Escrow Funds.


 


 






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7. Investment.
All Escrow Funds received by the Escrow Agent shall be held only in an non-interest-bearing bank account at Escrow Agent.


 


8. Compensation.
The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $6,000.00, which fee shall be paid by
the Company upon the signing of this Agreement. Further, if the term of this Agreement exceeds one (1) year from the execution date hereof,
a fee of $1,500.00 will be paid by the Company on each such anniversary of the execution of this Agreement. In addition, the Company
shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that becomes due in connection with this Agreement
or the Escrow Account, including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission
of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount
of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective
date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any
such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Representative and the Company and
the Company shall direct all such amounts to be paid directly at any such closing.


 


9. Notices. All notices, requests, demands
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
if sent by hand-delivery, by facsimile followed by first-class mail, by nationally recognized overnight courier service or by prepaid
registered or certified mail, return receipt requested, to the addresses set forth below.


 


If to the Representative:


 


Joseph Stone Capital, LLC


200 Old Country Road, Suite #610


Mineola, New York 11501


Attention: Damian Maggio, Chief Executive Officer


Fax: 516-267-7011


 


If to the Company:


 


Visionary Education Technology Holdings Group Inc.


200 Town Centre
Blvd., Suite 408A


Markham, Ontario, Canada L3R 8G5


Attention: Dr. Thomas Traves, Chief Executive Officer


Fax No.:
905-739-0950


 


If to Escrow Agent:


 


Hoagland, Longo, Moran, Dunst & Doukas, LLP


40 Paterson StreetNew Brunswick, New Jersey 08903


Attention:
Anthony C. Iacocca, Esq.


Fax No.: (732) 545-4579


 


 10. General.




 


(a) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements
made and to be entirely performed within such State, without regard to choice of law principles, and any action brought hereunder shall
be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives any objection
on the grounds of venue, forum non- conveniens or any similar grounds and irrevocably consents to service of process by mail or in any
manner permitted by applicable law and consents to the jurisdiction of said courts. EACH OF THE PARTIES HERETO HEREBY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


 






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(b) This
Agreement sets forth the entire agreement and understanding of the parties in respect to the matters contained herein and supersedes
all prior agreements, arrangements and understandings relating thereto.


 


(c) All
of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto,
as well as their respective successors and assigns.


 


(d) This
Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written
instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any
time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in
any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver
of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder
unless all other parties have given their prior written consent.


 


(e) If any
provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.


 


(f) This
Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and
all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.


 


11. Form
of Signature. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence
of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that
each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her
signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.


 


12. No
Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their respective successors and permitted
assigns, and no other person has any right, benefit, priority or interest under or because of the existence of this Agreement.


 


Signature Page Follows


 






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IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the date first set forth above.


 


JOSEPH STONE CAPITAL, LLC


 


 


	By:	/s/ Damian Maggio	 
	 	Name: Damian Maggio	 
	 	Title: Chief Executive Officer	 






 


 


VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP
INC.


 


 


	By:	/s/ Thomas Traves	 
	 	Name: Dr. Thomas Traves	 
	 	Title: Chief Executive Officer	 






 


 


HOAGLAND, LONGO, MORAN, DUNST & DOUKAS,
LLP


 


 


	By:	/s/ Anthony Iococca	 
	 	Name: Anthony C. Iacocca, Esq.	 
	 	Title: Partner	 






 


 


 


[Signature Page to the Escrow Agreement]


 


 






    	 	 	 



     


    

 


EXHIBIT A-1


 


FORM OF ESCROW RELEASE NOTICE


 


 


 


Date:


 


Hoagland, Longo, Moran, Dunst & Doukas, LLP


40 Paterson StreetNew Brunswick, New Jersey 08903


Attention:
Anthony C. Iacocca, Esq.


Fax No.: (732) 545-4579


 


Dear Mr. Iacocca:


 


In accordance with the terms of Section 2(a)
of an Escrow Deposit Agreement dated as of May 19, 2022 (the "Escrow Agreement"), by and between Visionary Education Technology
Holdings Group Inc. (the “Company”), Joseph Stone Capital, LLC (the “Representative”), and Hoagland, Longo, Moran,
Dunst & Doukas, LLP (the “Escrow Agent”), the Company and the Representative hereby notify the Escrow Agent that the
a valid indemnity claim has been established and agreed in the amount of US$________.


 


PLEASE DISTRIBUTE THE SUM OF US$ _______ BY
WIRE TRANSFER TO JOSEPH STONE CAPITAL, LLC AS FOLLOWS:


 


[Wire transfer instructions to be inserted
here.]


 


Very truly yours,


 


Visionary Education Technology Holdings Group Inc.


By: ________________________________


Name: ______________________________


Title:_______________________________


 


Joseph Stone Capital, LLC


By: ________________________________


Name: ______________________________


Title:_______________________________




 


 






    	 	 	 



     


    

 


EXHIBIT A-2


 


FORM OF ESCROW RELEASE NOTICE


 


 


Date:


 


Hoagland, Longo, Moran, Dunst & Doukas, LLP


40 Paterson StreetNew Brunswick, New Jersey 08903


Attention:
Anthony C. Iacocca, Esq.


Fax No.: (732) 545-4579


 


Dear Mr. Iacocca:


 


In accordance with the terms of Section 2(b) of
an Escrow Deposit Agreement dated as of May 19, 2022 (the "Escrow Agreement"), by and between Visionary Education Technology
Holdings Group Inc. (the “Company”), Joseph Stone Capital, LLC (the “Representative”), and Hoagland, Longo, Moran,
Dunst & Doukas, LLP (the “Escrow Agent”), the Company and the Representative hereby notify the Escrow Agent that the Final
Termination Date has past.


 


PLEASE DISTRIBUTE THE SUM OF US$ ______ BY WIRE
TRANSFER TO VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. AS FOLLOWS :


 


[Wire transfer instructions to be inserted
here.]


 


Very truly yours,


 


Visionary Education Technology Holdings Group Inc.


By: ________________________________


Name: ______________________________


Title:_______________________________




 


Joseph Stone Capital, LLC


By: ________________________________


Name: ______________________________


Title:_______________________________




 


 


 


 






    	 	 	 



     


    

 


 


EXHIBIT B


 


CERTIFICATE OF AUTHORIZED REPRESENTATIVES JOSEPH STONE CAPITAL, LLC


 





	Name	 	Signature	 	Initiate (Y/N)	 	Callback (Y/N)	 	Phone No.	 	Alt. Phone No.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 


STANDING WIRE INSTRUCTIONS FOR JOSEPH STONE CAPITAL, LLC


 


In accordance with Section 3(a) of the Agreement disbursements to Joseph
Stone Capital, LLC by wire transfer must be sent in accordance with the following wire instructions:


 


	Bank Name:	[	 	]
	Bank Address:	[	 	]
	ABA Number:	[	 	]
	Account Number:	[	 	]
	Account Name:	[	 	]


 


 


 






    	 	 	 



     


    

 


EXHIBIT B-1


 


CERTIFICATE
OF AUTHORIZED REPRESENTATIVES – VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.


 


 


	Name	 	Signature	 	Initiate (Y/N)	 	Callback (Y/N)	 	Phone No.	 	Alt. Phone No.
	Tom Traves	 	/s/ Tom Traves	 	T/T	 	 	 	647-825-6455	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 


STANDING WIRE INSTRUCTIONS FOR
VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.


 


In accordance with Section 3(a) of the Agreement disbursements to
Visionary Education Technology Holdings Group Inc. by wire transfer must be sent in accordance with the following wire instructions:


 


	Bank Name:	[	 	]
	Bank Address:	[	 	]
	ABA Number:	[	 	]
	Account Number:	[	 	]
	Account Name:	[	 	]