WARRANT AGREEMENTWarrant Agreement • December 15th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
This WARRANT AGREEMENT (this “agreement”) is made as of December 10, 2020 by and between EdtechX Holdings Acquisition Corp. II, 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, New York, New York 10004, as warrant agent (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of December, 2020, by and among EdtechX Holdings Acquisition Corp. II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EDTECHX HOLDINGS ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
Introductory. EdtechX Holdings Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,000,000 units of the Company (the “Units”). The 10,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 Units as provided in Section 2. The additional 1,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of t
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 15th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • Delaware
This Agreement is made and entered into effective as of the 10th day of December, 2020 (“Agreement”), by and between EdtechX Holdings Acquisition Corp. II, a Delaware corporation (“Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of December 10, 2020 by and between EdtechX Holdings Acquisition Corp. II, a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 7th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
This WARRANT AGREEMENT (this “agreement”) is made as of [DATE], 2020 by and between EdtechX Holdings Acquisition Corp. II, 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, New York, New York 10004, as warrant agent (“Warrant Agent”).
EdtechX Holdings Acquisition Corp. II c/o IBIS Capital Limited London, W1D 4NS United KingdomLetter Agreement • December 7th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between EdtechX Holdings Acquisition Corp. II, a Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Class A Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among ZSPACE TECHNOLOGIES, INC. (F/K/A EDTECHX HOLDINGS ACQUISITION CORP. II), EDTECHX SPONSOR GROUP And THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of [____________], 2022Joinder Agreement • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [__________], 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among (i) zSpace Technologies, Inc. (f/k/a EdtechX Holdings Acquisition Corp. II), a Delaware corporation (the “Company”), (ii) IBIS Capital Sponsor II, LLC (“IBIS”), IBIS Capital Sponsor II EdtechX LLC (“IBIS Capital”), Jefferies LLC (“Jefferies”) and A1 Capital Advisory Asia Limited (“A1 Capital” and, together with IBIS, IBIS Capital and Jefferies, “EdtechX Sponsor Group”), (ii) the stockholders of the Company party hereto (the “Stockholders”) and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.6 of this Agreement (each, a “Holder” and collectively with the Stockholders, the “Holders”).
ContractLetter Agreement • December 15th, 2020 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
THIS LETTER AGREEMENT (this “Agreement”), is dated as of December 10, 2020, by and among IBIS CAPITAL SPONSOR II EDTECHX LLC (the “Sponsor”), EdtechX Holdings Acquisition Corp. II, a Delaware corporation (the “Company”), and MIHI LLC (“MIHI”), an affiliate of Macquarie Capital (USA) Inc.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of May 16, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), zSpace, Inc., a Delaware corporation (the “Company”), and EdtechX Holdings Acquisition Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ZSPACE, INC. AMENDMENT AND CONVERSION AGREEMENTAmendment and Conversion Agreement • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks • Delaware
This Amendment and Conversion Agreement (this “Agreement”) is entered into effective as of May 16, 2022 (the “Effective Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and bSpace Investments Limited (“bSpace”).
AMENDMENT NO. 1 TO SPONSOR EARNOUT ESCROW AGREEMENTSponsor Earnout Escrow Agreement • September 28th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
AMENDMENT NO. 1, made this 23rd day of June 2022 (“Amendment”), to the SPONSOR EARNOUT ESCROW AGREEMENT, dated as of May 16, 2022 (“Agreement”), by and among EdtechX Holdings Acquisition Corp. II, a Delaware corporation (together with its successors, “Parent”), IBIS Capital Sponsor II LLC, IBIS Capital Sponsor II EdtechX LLC and A1 Capital Advisory Asia Limited (collectively, the “Sponsors”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined in the Agreement).
EdtechX Holdings Acquisition Corp. II c/o IBIS Capital LimitedEdtechX Holdings Acquisition Corp. II • December 15th, 2020 • 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. II (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 the IBIS Capital Limited the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. IBIS Capital Li
ZSPACE, INC. AMENDMENT AND CONVERSION AGREEMENTAmendment and Conversion Agreement • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks • Delaware
This Amendment and Conversion Agreement (this “Agreement”) is entered into effective as of May 16, 2022 (the “Effective Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and Kuwait Investment Authority, a Kuwaiti public authority established under Kuwaiti Law No. 47/1982 for the purpose of managing, in the name and for the account of the Government of the State of Kuwait, the investments of the State of Kuwait, and having its registered office at Block 1, Street 201, Sharq, P.O. Box 64, Safat, 13001, Kuwait City, Kuwait (“KIA”).
AGREEMENT and plan of reorganizationAgreement and Plan of Reorganization • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION dated as of May 16, 2022 (this “Agreement”), by and among zSpace, Inc., a Delaware corporation (the “Company”), EdtechX Holdings Acquisition Corp. II., a Delaware corporation (“Parent”), EXHAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and EXHAC Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, “Merger Subs”).
LOCK-UP AGREEMENTLock-Up Agreement • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2022 by and among (i) EdtechX Holdings Acquisition Corp. II, a Delaware corporation (together with its successors, “Parent”), (ii) zSpace, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned Persons (each, a “Holder” and collectively, the “Holders”).
EdtechX Holdings Acquisition Corp. II c/o IBIS Capital LimitedEdtechX Holdings Acquisition Corp. II • September 28th, 2020 • 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. II (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 the IBIS Capital Limited the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. IBIS Capital Li
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of May 16, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), zSpace Inc., a Delaware corporation (the “Company”), and EdtechX Holdings Acquisition Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SPONSOR EARNOUT ESCROW AGREEMENTSponsor Earnout Escrow Agreement • May 17th, 2022 • EdtechX Holdings Acquisition Corp. II • Blank checks • New York
This SPONSOR EARNOUT ESCROW AGREEMENT, dated as of MAy 16, 2022 (“Agreement”), by and among EdtechX Holdings Acquisition Corp. II, a Delaware corporation (together with its successors, “Parent”), IBIS Capital Sponsor II LLC and IBIS Capital Sponsor II EdtechX LLC and A1 Capital Advisory Asia Limited (collectively, the “Sponsors”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (defined below).
