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”).
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”).
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”).
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).
