5,500,000 Units EdtechX Holdings Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks • New York
The undersigned, EdtechX Holdings Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • October 10th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks • New York
This agreement is made as of October 5, 2018 between EdtechX Holdings Acquisition Corp., a Delaware corporation, with offices at c/o IBIS Capital Limited, 22 Soho Square, London W1D 4NS, United Kingdom (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 5th day of October, 2018, by and among EdtechX Holdings Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks • New York
This Agreement is made as of October 5, 2018 by and between EdtechX Holdings Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 25th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks • New York
This Agreement is made as of [●], 2018 by and between EdtechX Holdings Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 10th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October 5, 2018 (“Agreement”), by and among EDTECHX HOLDINGS ACQUISITION CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EdtechX Holdings Acquisition Corp. c/o IBIS Capital LimitedEdtechX Holdings Acquisition Corp. • September 25th, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of EdtechX Holdings Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), IBIS Capital Limited shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 22 Soho Square, London, United Kingdom (or any successor location). In exchange therefore, the Company shall pay IBIS Capital Limited the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. IBIS Capital Limited h
EdtechX Holdings Acquisition Corp.Underwriting Agreement • September 25th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between EdtechX Holdings Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
EdtechX Holdings Acquisition Corp. c/o IBIS Capital LimitedEdtechX Holdings Acquisition Corp. • October 10th, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of EdtechX Holdings Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), IBIS Capital Limited shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 22 Soho Square, London, United Kingdom (or any successor location). In exchange therefore, the Company shall pay IBIS Capital Limited the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. IBIS Capital Limited h
EdtechX Holdings Acquisition Corp.Underwriting Agreement • September 25th, 2018 • EdtechX Holdings Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between EdtechX Holdings Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG EDTECHX HOLDINGS ACQUISITION CORP., METEN EDTECHX EDUCATION GROUP LTD. METEN EDUCATION GROUP LTD. METEN EDUCATION INC. AND METEN INTERNATIONAL EDUCATION GROUP DATED AS OF DECEMBER 12, 2019Agreement and Plan of Reorganization • December 16th, 2019 • EdtechX Holdings Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 12, 2019, by and among EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“EdtechX Merger Sub”), Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Holdco (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”), and Meten International Education Group, a Cayman Islands exempted company (“Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and EdtechX Schedule, as defined in the preambles to Articles III and IV hereof, respectively). Each of EdtechX, Holdco, the Merger Subs, and the Company shall be referred to
EdtechX Holdings Acquisition Corp. c/o IBIS Capital Limited, 3rd Floor London W1D 4NSEdtechX Holdings Acquisition Corp. • September 25th, 2018 • Blank checks • New York
We are pleased to accept the offer ______________ (the “Subscriber” or “you”) has made to purchase up to an aggregate of __________ units (the “Units”) of EdtechX Holdings Acquisition Corp., a Delaware corporation (the “Company”), each Unit comprised of shares and warrants in the same proportions and amounts as the components of the units the Company will issue in its initial public offering (the “IPO”), with the exact number of Units to be purchased by you being determined by the Company, in its sole discretion, based on the capital needs of the Company in connection with the Business Combination (defined below). The number of Units being purchased hereunder and the securities underlying such Units, collectively, are hereinafter referred to as the “Securities”. The IPO is expected as of the date hereof to generate gross proceeds to the Company in the amount of between $50,000,000 and $75,000,000 (exclusive of the over-allotment option to be granted to the underwriters). The terms on w
