Exhibit
4.19


 


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 China


 


March 26, 2020


 


Mr. Chen Jinming(陈金铭董事长)


Chairman of the Board of Directors


 


Xiamen ITG Education Group CO., LTD (厦门国贸教育集团有限公司)


Unit 01 South Side, 20F of North Tower,


No.4686 of Xianyue Road,


Huli District, Xiamen,


People’s Republic of China


 


	 	Re:	Forward Purchase Contract


 


Ladies and Gentlemen:


 


Xiamen ITG Education
Group CO., LTD (厦门国贸教育集团有限公司)
(the “Subscriber” or “you”) hereby irrevocably offers, and we are pleased to accept such
irrevocable offer that the Subscriber has made hereunder, to purchase 600,000 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, in connection with the proposed business combination (the “Business Combination”)
by and among 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, EdtechX and the other parties thereto (as may be amended and/or restated, the “Merger Agreement”).
The number of Units being purchased hereunder and the securities underlying such Units, collectively, are hereinafter referred
to as the “Securities”. The Holdco Warrants included in the Securities will be substantially identical to the
“Post-Merger Warrants” set forth in the Amended and Restated Warrant Agreement (the form of which is filed as an exhibit
to the registration statement filed by the Company in connection with the Business Combination (File No.: 333-235859)) to be entered
into amongst the Company, EdtechX and Continental Stock Transfer & Trust Company (as warrant agent) at the closing of the Business
Combination. The terms on which the Company is willing to sell the Securities to the Subscriber, and the Company and the Subscriber’s
agreements regarding such Securities, are set forth in this agreement (this “Agreement”) and are as follows:


 


1. Purchase
of the Securities. The purchase price for the Securities (the “Purchase Price”) shall be $10.00 per Unit
multiplied by 600,000 Units being purchased hereunder, for an aggregate purchase price of US$6,000,000. In exchange for the Purchase
Price, the Company agrees to sell the Securities to the Subscriber, and the Subscriber hereby irrevocably agrees to purchase the
Securities from the Company in a private placement, subject to the terms and subject to the conditions set forth in this Agreement.


 






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2. Representations,
Warranties and Agreements.


 


2.1. Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Securities to the Subscriber, the Subscriber
hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1. No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Securities.


 


2.1.2. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation
to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject, in each
case (other than clause (i)), which would have a material adverse effect on the Subscriber or its ability to consummate the transactions
contemplated hereby.


 


2.1.3. Organization
and Authority. The Subscriber is a limited liability company, validly existing and in good standing under the laws of People’s
Republic of China and possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement. Upon execution and delivery by the Subscriber, this Agreement is a legal, valid and binding agreement of the Subscriber,
enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4. Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment in the Securities
for an indefinite period of time because the Securities have not been registered under the Securities Act of 1933, as amended (“Securities
Act”) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such
registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has
the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment until the Securities are
sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available
with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Securities and to afford a
complete loss of the Subscriber’s investment in the Securities.


 


2.1.5. Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on
the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due
diligence investigation and the information furnished by the Company. The Subscriber understands that no person has been authorized
to give any information or to make any representations which were not furnished pursuant to this Section 2 and the Subscriber has
not relied on any other representations or information in making its investment decision, whether written or oral, relating to
the Company, its operations and/or its prospects .


 






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2.1.6. Regulation
S Offering. The Subscriber represents that (i) it understands that the sale of the Securities to it is made pursuant to and
in reliance upon Regulation S of the Securities Exchange Commission (“Regulation S”); (ii) it is not a U.S.
Person (as defined in Regulation S); (iii) it is acquiring the Securities in an offshore transaction in reliance on Regulation
S; and (iv) it has received all the information that it considers necessary and appropriate to decide whether to acquire the Securities
hereunder. The Subscriber is not relying on any statements or representations made in connection with the transactions contemplated
hereby other than representations contained in this Agreement.


 


2.1.7. Investment
Purposes. The Subscriber is purchasing the Securities solely for investment purposes and not with a view towards the further
distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation
or general advertising within the meaning of Rule 502 under the Securities Act.


 


2.1.8. Restrictions
on Transfer; Shell Company. The Subscriber understands the Securities are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Subscriber understands the Securities will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificates representing
the Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell,
pledge or otherwise transfer the Securities, such securities may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act, or (ii) an available exemption from registration. The Subscriber agrees that if
any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the
Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or
an exemption, the Subscriber agrees not to resell the Securities. The Subscriber further acknowledges that because EdtechX is a
shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until one (1) year following consummation
of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.


 


2.1.9. No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement, except for the approval
from competent state-owned assets supervision and administration commission and filing requirement for remittance of foreign exchange.


 


2.2. Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Securities, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1. Organization
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. All corporate action on the part of the Company for the authorization, execution and
delivery of this Agreement, the Securities, the performance of all obligations of the Company required pursuant thereto, and the
authorization, issuance (or reservation for issuance) of the Securities, has been taken. Upon execution and delivery by the Company
of this Agreement, the Agreement will constitute a legal, valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 






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2.2.2. Capitalization.
As of the date of this Agreement, the authorized capital stock of the Company consists of 500,000,000 shares. As of the date hereof,
one ordinary share is issued and outstanding.


 


2.2.3. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Memorandum of Association and Articles
of Association of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute,
rule or regulation to which the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.


 


2.2.4. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and
validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the
Subscriber will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind,
other than (a) transfer restrictions under federal and state securities laws, and (b) liens, claims or encumbrances imposed due
to the actions of the Subscriber.


 


2.2.5. No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
and any of its subsidiaries which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions
contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to
obtain other relief in connection with any transactions.


 


2.2.6. No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of the Company in connection with the transactions contemplated by this Agreement.


 


2.2.7. Regulation
S Offering. No directed selling efforts (as defined Regulation S) have been made by the Company, any of its affiliates or any
person acting on its behalf with respect to any Securities that are being sold to the Subscriber; and none of such persons has
taken any actions that would result in the sale of the Securities to the Subscriber under this Agreement requiring registration
under the Securities Act; and the Company is a “foreign issuer” (as defined in Regulation S).


 


2.2.8. No
Registration. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 2.1
of this Agreement, no registration under the Securities Act is required for the offer and sale of the Securities by the Company
to the Subscriber.


 


3. Payment,
Settlement and Delivery.


 


3.1. Closing
of Purchase of Securities. The consummation and settlement of this Agreement for the purchase and sale of the Securities hereunder
(the “Closing”) shall be held on March 31, 2020 (the “Closing Date”), provided that
the conditions set forth in Section 3.2 and Section 3.3 are all fulfilled or waived. At the Closing, the Company shall issue to
the Subscriber the Securities being purchased hereunder, each registered in the name of the Subscriber (or its nominee in accordance
with its delivery instructions) or to a custodian designated by Subscriber, as applicable, free and clear of any liens or other
restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein), against the
Subscriber’s delivery of the entire Purchase Price in cash via wire transfer to an account specified in writing by the Company
no later than two (2) Business Days prior to the Closing. For purpose of this Agreement, “Business Day” means
a day other than a Saturday, Sunday or other day on which commercial banks in New York, Hong Kong or PRC are authorized or required
by law to close. Notwithstanding the foregoing, If any condition in Section 3.2 and Section 3.3 fails to be fulfilled or waived
on or before March 31, 2020, the Closing Date shall be postponed until such conditions have been fulfilled or waived, and the
Company and the Subscriber mutually agree to use their best efforts to fulfill or waive such conditions and proceed to Closing
thereafter as soon as practicable.


 






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3.2. Conditions
to Closing of the Company. The Company’s obligations to sell and issue the Securities at the Closing are subject to the
fulfillment of the following conditions:


 


3.2.1.
Representations and Warranties Correct. The representations and warranties made by the Subscriber in Section 2.1 hereof
shall be true and correct in all material respects when made and shall be true and correct in all material respects on and as of
the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material
respects as of such date) with the same force and effect as if they had been made on and as of said date.


 


3.2.2. Ancillary
Documents. All ancillary agreements and documents required to be signed in connection with this Agreement, including without
limitation, the Registration Rights Agreement (as defined below) and, if applicable, a letter of subscription for the Holdco Shares
(the “Ancillary Documents”) to be signed by the Subscriber shall have been executed by the Subscriber.


 


3.3. Conditions
to Closing of the Subscriber. The Subscriber’s obligation to purchase the Securities at the Closing is subject to the
fulfillment, or waive by the Subscriber, on or prior to the Closing Date of each of the following conditions:


 


3.3.1. Representations
and Warranties Correct. The representations and warranties made by the Company in Section 2.2 hereof shall be true and correct
in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date (unless
they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date),
with the same force and effect as if they had been made on and as of said date.


 


3.3.2. Registration
Rights Agreement. The Company shall have entered into a registration rights agreement with the Subscriber (the “Registration
Rights Agreement”), in the form as set forth in Exhibit A attached hereto.


 


3.3.3. Listing.
The Company shall have obtained approval of the Nasdaq Stock Market to list the Holdco Shares and the Holdco Warrants.


 


3.3.4. No
Adverse Regulatory Development. No governmental authority shall have enacted, issued, promulgated, enforced or entered any
judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect
of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the
transactions contemplated hereby, and no governmental authority shall have instituted or threatened a proceeding seeking to impose
any such prevention or prohibition.


 


3.3.5. Business
Combination. The conditions to the closing of the Business Combination as set forth in Article VIII of the Merger Agreement
(other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination) shall have
been satisfied or waived.


 






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3.3.6. Performance
by Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 


4. Restrictions
on Transfer.


 


4.1 Securities
Law Restrictions. The Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any
part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and
applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the
Company has received an opinion of counsel for the Company that such registration is not required because such transaction is
exempt from registration under the Securities Act and the rules promulgated by the SEC thereunder and under all applicable state
securities laws. All certificates representing the Securities shall have endorsed thereon a legend substantially as follows:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


4.2 Registration
Rights. The Subscriber acknowledges that the Securities are being purchased or received, as the case may be, pursuant to an
exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions
are met or they are registered pursuant to the Registration Rights Agreement.


 


5. Other
Agreements.


 


5.1 One Seat on
the Board. The Company agrees that, within thirty (30) Business Days following the Closing of the issue and sale of the Securities
to the Subscriber, the Company shall cause one person nominated by the Subscriber to be appointed to the board of directors of
each of the Company, Shenzhen Meten International Education Co., Ltd. (深圳市美联国际教育有限公司)
( “Shenzhen Meten”), and Shenzhen Likeshuo Education Co., Ltd. (深圳市立刻说教育有限公司)
(“Shenzhen Likeshuo”, together with the Company and Shenzhen Meten, the “Selected Companies”)
respectively (such director, the “Investor Director”). For so long as the Subscriber holds no less than 600,000
Units (which shall be adjusted accordingly in the event of stock splits, stock dividends, re-capitalizations and similar transactions),
the Investor Director(s) shall serve the Selected Companies as a director in accordance with the term and conditions set forth
in the then effective charter documents of the Selected Companies respectively. In the event that the Subscriber holds less than
600,000 Holdco Shares (which shall be adjusted accordingly in the event of stock splits, stock dividends, re-capitalizations and
similar transactions), the Investor Director(s) shall resign from the board of directors of each of the Selected Companies within
ten (10) Business Days.


 


5.2 Further
Assurances. Each of the Company and the Subscriber agrees to execute such further instruments and to take such further action
as may reasonably be necessary to carry out the intent of this Agreement.


 






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5.3 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail or overnight courier service, (ii) by facsimile and (iii) by electronic
mail, in each case to the address, facsimile number or email address as set forth on the signature page hereto. Any notice or
other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day
after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


5.4 Entire Agreement.
This Agreement, together with the Ancillary Documents, embodies the entire agreement and understanding between the Subscriber,
the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating
to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth
in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


5.5 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


5.6 Waivers and
Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it
was given, and shall not constitute a continuing waiver or consent.


 


5.7 Assignment.
The rights and obligations under this Agreement may not be assigned by any of the parties hereto without the prior written consent
of the other parties.


 


5.8 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


5.9 Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof.


 


5.10 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 






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5.11 No Waiver
of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of
such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly
required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other
or further action in any circumstances without such notice or demand.


 


5.12 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


5.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


5.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


5.15 Construction.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to
include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will
have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in
any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that
such party hereto is in breach of the first representation, warranty, or covenant.


 


5.16 Mutual Drafting.
This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


6. Indemnification.
Each party shall indemnify the others against any reasonable loss, cost or damages (including reasonable attorney’s fees
and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this
Agreement.


  


7. Disclosure.
The Subscriber hereby acknowledges that (i) the terms of this Agreement may be disclosed in the public filings of EdtechX and/or
the Company with the SEC, and (ii) the Company may disclose the terms of this Agreement to potential investors of the Company and/or
EdtechX.


 


8. Termination.
This Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger
Agreement is terminated; (b) upon the mutual written agreement of the parties to such Agreement; (c) if any of the conditions to
closing is not satisfied on or prior to the Closing and, as a result thereof, the Business Combination fails to occur; or (d) if
the Business Combination has not been consummated by April 30, 2020.


 


[Signature Page Follows]


  






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If the foregoing accurately sets forth our understanding and
agreement, please sign the enclosed copy of this Agreement and return it to us.


 


Accepted and agreed this 26th day of March, 2020.


  


	METEN EDTECHX EDUCATION GROUP LTD.	 
	 	 	 
	By:	/s/ Yupeng Guo	 
	Name:	Yupeng Guo	 
	Title:	Director	 
	Address:	3rd Floor, Tower A, Tagen Knowledge &
Innovation Center

2nd Shenyun West Road, Nanshan District


Shenzhen, Guangdong Province 518045


The People’s Republic of China



	Facsimile:	N/A	 
	Email:	richard@meten.com	 



 


[Signature Page to Forward Purchase Agreement]


 






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        Xiamen ITG Education Group CO., LTD

        (厦门国贸教育集团有限公司)
	 
	 	 	 
	By:	/s/ CHEN Jinming	 
	Name:	CHEN Jinming	 
	Title:	Chairman	 
	Address:	Unit 01 South Side, 20F of North Tower, No.4686 of Xianyue Road,

 Huli District, Xiamen, People’s Republic of China


	Facsimile:	86-592-5228277	 
	Email:	dingd@itgholding.com.cn	 


 


[Signature Page to Forward Purchase Agreement]


 



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Exhibit A


 


Registration Rights Agreement


 


(as attached)


 


 


 


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