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”).
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.
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
