Exhibit 10.2


 


 


LOAN AGREEMENT


 


THIS AGREEMENT made effective as of this
26th day of May, 2022, by Fan Zhou (the “Lender”), of the City of Richmond Hill, Ontario to and for
the benefit of Visionary Education Technology Holdings Group Inc. (the
“Corporation”), a company incorporated under the laws of Ontario, Canada.


 


WHEREAS, the Corporation has entered
into an Agreement of Purchase and Sale (the “Purchase Agreement”) for the purchase of the property municipally known
as 95# - 105# Moatfield Dr., North York, ON M3B 3L6 (the “Property”) dated May 19, 2021, as amended from time to time.


 


WHEREAS, as of May 25, 2022, the Corporation,
through its indirect wholly owned subsidiary Visionary Education Services & Management, Inc., entered into to the sixth amendment
to the Purchase Agreement (the “Sixth Amendment”).


 


WHEREAS, pursuant to the Sixth Amendment,
the closing date for the purchase of the Property was extended until June 23, 2022 and the Corporation paid an additional deposit of C$6
million (approximately $4.8 million) on May 25, 2022 (the “Additional Deposit”).


 


WHEREAS, under the Purchase Agreement,
the Corporation has paid the seller $8.64 million (C$10.8 million) to date as deposits (the “Deposits”) for the closing of
the purchase of the Property (the “Transaction”).


 


WHEREAS, the Lender has loaned to
the Corporation the amount of the Deposits and an additional $643,000 in connection with the acquisition of Max the Mutt Animation Inc.
for a total of $9,033,618 prior to the date of this Agreement.


 


WHEREAS, the Lender has agreed to
loan the Corporation the amount of the Additional Deposit on or before August 31, 2022, pursuant to the terms of the promissory
note attached as Exhibit A.


  


AND WHEREAS, the Lender has agreed
to release the Corporation from its obligations in connection with the amount of the $9,033,618 plus the Additional Deposit (collectively,
the “Debt”) if the Corporation fails to close the Transaction and forfeits the Deposits pursuant to the terms of the Purchase
Agreement.


 


NOW, THEREFORE, IN CONSIDERATION OF good
and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Lender and the Corporation agree as follows:


 


	 	1.	
    Loan and Release The Lender will loan the Corporation the
    principal amount of C$6,000,000 (approximately $4.8 million) on or before August 31, 2022, pursuant to the terms of the
    promissory note attached at Exhibit A.

     

    In the event that the Corporation is unsuccessful in closing the Transaction
    pursuant to the terms of the Purchase Agreement and forfeits the Deposits (including the Additional Deposit), the Lender shall release
    the Corporation from any and all obligations in connection with the Debt, including but not limited to any obligation by the Corporation
    to repay any principal amount, interest or any other amounts due to the Lender, and the Lender agrees that she releases the Corporation
    from any and all claims and proceedings of any kind which the Lender may make against, or engage in with respect to, the Corporation,
    in connection with the Debt.



 


 


 


 






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	2.	
    General:

     

    a.     
    Modification of the Agreement Any amendment or modification of this Agreement or additional obligations assumed by either party
    in connection with this Agreement will only be legally binding and enforceable if evidenced in writing signed by the Lender and the Corporation.

     

    b.     
    Entire Agreement There is no representation, warranty, collateral agreement or conditions affecting this agreement except as
    expressly provided in this Agreement.

     

    c.      
    Choice of Law and Forum Any dispute arising out of this Agreement shall be resolved in a court of competent jurisprudence in
    Toronto, Ontario, under the laws of the province of Ontario and Canada.

     

    d.     
     Severability In the event that any provision of this Agreement is held to be invalid or unenforceable, in part or in whole,
    such provision is severed from this Agreement and all other provisions will continue to be valid and enforceable.

     

    e.       Successors
    and Assigns This Agreement shall inure to the benefit of the successors, permitted assigns and legal representatives of the
    Lender and Corporation. This Agreement may only be assigned with the written consent of the Lender and Corporation.

     

    f.       
    Counterparts This Agreement may be executed and delivered (including by facsimile copy or by scanned copy attached to an email)
    in any number of counterparts, with the same effect as if all parties had signed and delivered the same document, and all counterparts
    shall be construed together to be an original and will constitute one and the same Agreement.



 


 


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


 


Visionary Education Technology Holdings Group Inc.


 


	By: Dr. Liao Zaiyi	 	/s/ Fan Zhou	 
	Dr. Liao Zaiyi, Chief Operating Officer	 	Fan Zhou	 





 


 


 


 


 



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Exhibit A


 


 


PROMISSORY NOTE


 


	Amount: $6,000,000 Canadian Dollars	Due:______, 2023


 


FOR VALUE RECEIVED, the undersigned,


 


Visionary Education Technology Holdings
Group Inc. (“Company”) promises to pay to Ms. Fan Zhou to its order, the principal sum
of six million Canadian dollars (C$6,000,000)  without interest with one year term and a due date on ____, 2023, and the
Company has an option to extend the due date for one year from the initial due date.


 


This promissory note and the rights, obligations
and relations of the undersigned and the holder hereto shall be governed by and construed in accordance with the laws of the Province
of Ontario (but without giving effect to the conflict of law rules thereof). The undersigned and the holder hereto agree that the Courts
of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this promissory note.


 


The undersigned and the holder hereto do hereby attorn to
the jurisdiction of the Courts of the Province of Ontario.


 


	 	Visionary Education Technology Holdings Group Inc.
	 	 	 
	 	Per:	 
	 	 	Name: Dr. Liao Zaiyi
	 	 	Title: Chief Operating Officer
	 	 	 
	 	I have the authority to bind the Corporation


 


 


 


 


 


 



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