LOCK-UP AGREEMENTLock-Up Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2020 by and among (i) Meten EdtechX Education Group Ltd., a Cayman Islands company, (including any successor entity thereto, “Holdco”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below). Each of Holdco and Holder shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
EdtechX Holdings Acquisition Corp. c/o IBIS Capital Limited, 3rd Floor London W1D 4NSMeten EdtechX Education Group Ltd. • March 6th, 2020 • Services-educational services • 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of _______, 20 , by and among Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (the “Company”) and [Name of Investor], a [describe type of organization], validly existing and in good standing under the laws of [jurisdiction] (the “Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amended and Restated Registration Rights Agreement”) is entered into as of March [●], 2020, by and among EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”), amends and restates in its entirety the Registration Rights Agreement dated as of October 5, 2018 by and among EdtechX and the Investors (the “Prior Agreement”).
AMENDED AND RESTATED STOCK ESCROW AGREEMENTStock Escrow Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
This AMENDED AND RESTATED STOCK ESCROW AGREEMENT, dated as of March [●], 2020 (“Amended and Restated Escrow Agreement”), by and among EDTECHX HOLDINGS ACQUISITION CORP., a Delaware corporation (“EdtechX”), METEN EDTECHX EDUCATION GROUP LTD., a Cayman Islands exempted company (“Holdco”), the individuals and entities listed on Exhibit A hereto (collectively the “Founders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) amends and restates in its entirety that certain Stock Escrow Agreement by and among EdtechX, the Founders, and the Escrow Agent dated October 5, 2018 (“Prior Agreement”).
METEN EDTECHX EDUCATION GROUP LTD. 3rd Floor, Tower A, Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Nanshan District Shenzhen, Guangdong Province 518045 The People’s Republic of ChinaMeten Edtechx • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
[Name of Subscriber] (the “Subscriber” or “you”) hereby irrevocably offers, and we are pleased to accept such irrevocable offer that the Subscriber has made hereunder, to purchase ________ units (the “Units”) of Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (the “Company”), each Unit comprised of one ordinary share of the Company (“Holdco Share”) and one redeemable warrant of the Company (“Holdco Warrant”) with rights to purchase one Holdco Share on key terms and conditions summarized herein as Schedule A per unit, in connection with the proposed business combination (the “Business Combination”) between the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation, Meten Education Group Ltd., a Cayman Islands exempted company, and Meten International Education Group, a Cayman Islands exempted company, pursuant to an Agreement and Plan of Reorganization dated December 12, 2019 among the Company,
AMENDED AND RESTATED WARRANT AGREEMENTAmended and Restated Warrant Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (“Agreement”) is entered into as of March [●], 2020, by and between Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Warrant Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • March 6th, 2020 • Meten EdtechX Education Group Ltd. • Services-educational services
Reference is hereby made to that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of December 12, 2019, by and among EdtechX Holdings Acquisition Corp. (“EdtechX”), Meten EdtechX Education Group Ltd. (“Holdco”), Meten Education Inc., Meten Education Group Ltd., and Meten International Education Group. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement. In order to induce the parties to consummate the transactions contemplated by the Merger Agreement, IBIS Capital Sponsor LLC, IBIS Capital Sponsor II, LLC, Azimut Enterprises S.r.l. (formerly known as Azimut Enterprises Holdings S.r.l.), Cofircont Compagnia Fiduciaria S.r.l., Chardan Capital Markets, LLC, and I-Bankers Securities, Inc. (each, a “Sponsor”) each agrees not to, either directly or indirectly, during the “Lock-Up Period” (as hereinafter defined):
