Exhibit 4.20


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of March 30, 2020, by and among Meten EdtechX Education Group Ltd., a
Cayman Islands exempted company (the “Company”) and Xiamen ITG Education Group CO., LTD (厦门国贸教育集团有限公司)
, a limited liability company, validly existing and in good standing under the laws of the People’s Republic of China (the
“Investor”).


 


WHEREAS, the Company, EdtechX Holdings Acquisition
Corp., Meten Education Inc., Meten Education Group Ltd. and Meten International Education Group have entered into an Agreement
and Plan of Reorganization on December 12, 2019 (the “Merger Agreement”).


 


WHEREAS, the Investor has entered into a
forward purchase contract with the Company, pursuant to which the Investor agrees to, in accordance with the terms and conditions
of the Forward Purchase Contract, purchase certain units (the “Units”) of the Company, with each Unit
comprising one Common Share and one redeemable warrant (“Warrant”) to purchase one Common Share at US$11.50
per share (together with the underlying securities, the “Purchased Securities”).


 


WHEREAS, the Company and the Investor desire
to enter into this Agreement, pursuant to which the Company shall grant the Investor certain registration rights with respect to
certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS. The following capitalized
terms used herein have the following meanings:


 


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Commission” means
the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Shares”
means, collectively, the class A ordinary shares and the class B ordinary shares of the Company.


 


“Company” is defined
in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Existing Registration Rights
Agreement” means that certain registration rights agreement entered into by EdtechX Holdings Acquisition Corp. in
connection with its initial public offering.


 


“Form F-3” is
defined in Section 2.3.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Investor” is
defined in the preamble to this Agreement.


 






     


     


    

 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Merger Agreement”
is defined in the preamble to this Agreement.


 


“Notices” is defined
in Section 6.3.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“PIPE
Investor” means any investor who has or will enter into a forward purchase contract subscribing securities of the
Company, collectively, “PIPE Investors”.


 


“PIPE Registration Rights Agreement”
means any and all registration rights agreements executed by the Company with the PIPE Investors.


 


“PIPE Registrable Securities”
means collectively, the aggregate of the “Registrable Securities” as that term is defined in each PIPE Registration
Rights Agreement.


 


“Prior Registrable Securities”
means the “Registrable Securities” as that term is defined in the Existing Registration Rights Agreement.


 


“Pro Rata” is
defined in Section 2.1.4.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Rollover Registrable Securities”
means the “Registrable Securities” as that term is defined in the Rollover Registration Rights Agreement.


 


“Registrable Securities”
means the Purchased Securities. Registrable Securities include any warrants, shares of capital stock or other securities of the
Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Purchased Securities.
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or
(c) such securities shall have ceased to be outstanding.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form F-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity). 


 


“Rollover Registration Rights
Agreement” means that certain registration rights agreement entered into by the Company and certain shareholders
of Meten International Education Group in connection with the Merger.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of
such dealer’s market-making activities.


 


“Underwritten Offer”
is as defined in Section 2.1.3.


 






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2. REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Registration.
At any time and from time to time after one month after the Company has filed its first annual report on Form 20-F with the Commission
after the Closing (as defined under the Merger Agreement), the holders holding 50% or more of the outstanding PIPE Registrable
Securities, held by the PIPE Investors, or the transferees of the PIPE Investors, may make a written demand for registration under
the Securities Act of all or part of their PIPE Registrable Securities (a “Demand Registration”). Any
demand for a Demand Registration shall specify the number of shares of PIPE Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof, to the extent then known. The Company will notify all holders of PIPE Registrable Securities
of the demand, and each holder of PIPE Registrable Securities who wishes to include all or a portion of such holder’s PIPE
Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such Registration,
a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder
of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their PIPE Registrable Securities
included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not
be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all PIPE Registrable
Securities. The Company shall not be obligated to Register or qualify PIPE Registrable Securities pursuant to this Section 2.1
if the PIPE Investors may request a Registration on Form S-3, F-3, or any similar short-form registration pursuant to applicable
PIPE Registration Rights Agreement.


  


2.1.2 Effective Registration. A
Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to
such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of
PIPE Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission
or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not
to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the
Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted
as a Demand Registration or is terminated. 


 


2.1.3 Underwritten Offering. If
a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company either (i) as part of their written
demand for a Demand Registration or (ii) subsequently with respect to an effective shelf registration, the offering of such PIPE
Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering (an “Underwritten
Offering”). In such event, the right of any holder to include its PIPE Registrable Securities in such Registration
or such shelf takedown, as applicable, shall be conditioned upon such holder’s participation in such underwriting and the
inclusion of such holder’s PIPE Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders
proposing to distribute their PIPE Registrable Securities through such underwriting shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders
initiating the Demand Registration.


 






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2.1.4 Reduction of Offering. If
the managing Underwriter or Underwriters for a Demand Registration that is to be an Underwritten Offering advises the Company and
the Demanding Holders in writing that the dollar amount or number of shares of PIPE Registrable Securities which the Demanding
Holders desire to sell, taken together with all other Common Shares or other securities which the Company desires to sell and the
Common Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights
held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such Registration: (i) first, the PIPE Registrable Securities
as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that
each such Person has requested be included in such Registration, regardless of the number of shares held by each such Person (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the
Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) third, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), Prior
Registrable Securities and Rollover Registrable Securities, as to which Registration has been requested pursuant to the applicable
written contractual demand registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses
(i), (ii) and (iii), the Common Shares or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5 Withdrawal. If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their PIPE Registrable
Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving
written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then such Registration shall not count as a Demand
Registration provided for in Section 2.1. 


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights. If at any
time after the Closing (as defined in the Merger Agreement) the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company
and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement
(i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of
the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to
the holder(s) of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing
date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the
holder(s) of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable
Securities as such holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be included in such Registration and shall
use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit
the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. The holder(s) of Registrable Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such Piggy-Back Registration. Piggy-Back Registration under this Section 2.2.1 shall
also be made available to any holder(s) of Registrable Securities that have been included on an effective shelf Registration in
the case of an Underwritten Offering as contemplated by clause (ii) of Section 2.1.3 above to the extent such Underwritten Offering
will involve a marketing period and a traditional roadshow, shall not be available in the case of a “block trade” Underwritten
Offering without any such marketing.


 



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2.2.2 Reduction of Offering. If the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an Underwritten Offering advises the Company and
the holder(s) of Registrable Securities in writing that the dollar amount or number of Common Shares which the Company desires
to sell, taken together with the Common Shares, if any, as to which Registration has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the holder(s) of Registrable Securities hereunder, the Registrable
Securities as to which Registration has been requested under this Section 2.2, and the Common Shares, if any, as to which Registration
has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such Registration:


 


a) If the Registration is undertaken for the Company’s
account: (A) the Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the
Common Shares or other securities, if any, comprised of PIPE Registrable Securities, the Prior Registrable Securities and the Rollover
Registrable Securities, as to which Registration has been requested pursuant to the applicable written contractual piggy-back Registration
rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Common Shares or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back Registration
rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


  


b) If the Registration is a “demand” Registration
undertaken at the demand of persons other than either the holder(s) of Registrable Securities, (A) first, the Common Shares or
other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B)
second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Shares
or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Common Shares
or other securities, if any, comprised of PIPE Registrable Securities, the Prior Registrable Securities and the Rollover Registrable
Securities, as to which Registration has been requested pursuant to the applicable written contractual piggy-back registration
rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), and (C), the Common Shares
or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal. Any holder of
Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to
written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holder of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 3.3. 


 


2.3 Registrations on Form F-3. The
holders holding 5% or above of the outstanding PIPE Registrable Securities may at any time and from time to time after one month
after the Company has filed its first annual report on Form 20-F with the Commission after the Closing, request in writing that
the Company register the resale of any or all of such PIPE Registrable Securities on Form S-3, F-3 or any similar short-form registration
which may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated
to effect such request through an Underwritten Offering unless the related PIPE Investors agree in writing that the related effected
Registration shall be counted as a Demand Registration under applicable PIPE Registration Rights Agreement . Upon receipt of such
written request, the Company will promptly give written notice of the proposed Registration to all other holder(s) of Registrable
Securities, and, as soon as practicable thereafter, effect the Registration of all or such portion of such holder’s or holders’
Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other
securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request
given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall
not be obligated to effect any such Registration pursuant to this Section 2.3: (i) if Form F-3 is not available for such offering;
or (ii) if the holder(s) of the Registrable Securities, together with the holders of any other securities of the Company entitled
to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price
to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations
effected pursuant to Section 2.1 unless the Investor agree otherwise. The Company shall be obligated to consummate no more than
two (2) Registrations that have been declared and ordered effective within any twelve (12) month period pursuant to this Section
2.3.


  



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3. REGISTRATION PROCEDURES.


 


3.1 Filings; Information. Whenever
the Company is required to effect the Registration of any Registrable Securities pursuant to Section 2, the Company shall use its
reasonable best efforts to effect the Registration and sale of such Registrable Securities in accordance with the intended method(s)
of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration Statement.
The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities
to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best reasonable
efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the
period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for
up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand Registration
to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holder(s) a certificate signed
by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company,
it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time;
provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2 Copies. The Company shall,
prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holder(s)
of Registrable Securities included in such Registration, and such holder’s legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holder(s) of Registrable Securities included in such Registration or legal counsel
for any such holder(s) may request in order to facilitate the disposition of the Registrable Securities owned by such holder(s).


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to (i) provide for an Underwritten
Offering in the form of a shelf takedown, and /or (ii) keep such Registration Statement effective and in compliance with the provisions
of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed
of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been
withdrawn.


 






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3.1.4 Notification. After the filing
of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify
the holder(s) of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holder(s)
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment
or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence
of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holder(s) of Registrable Securities included in such Registration Statement any such supplement
or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement
thereto, including documents incorporated by reference, the Company shall furnish to the holder(s) of Registrable Securities included
in such Registration Statement and to the legal counsel for any such holder(s), copies of all such documents proposed to be filed
sufficiently in advance of filing to provide such holder(s) and legal counsel with a reasonable opportunity to review such documents
and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such holder(s) or their legal counsel shall object.


 


3.1.5 State Securities Laws Compliance.
The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holder(s) of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved
by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and
all other acts and things that may be necessary or advisable to enable the holder(s) of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that
the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify but for this paragraph or subject itself to taxation in any such jurisdiction. 


 


3.1.6 Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
No holder of Registrable Securities included in such Registration Statement shall be required to make any representations or warranties
in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority,
title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly
for inclusion in such Registration Statement.


  


3.1.7 Cooperation. The principal
executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such
offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records. The Company shall
make available for inspection by the holder(s) of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained
by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them
in connection with such Registration Statement.


 


3.1.9 Opinions and Comfort Letters.
In connection with any Underwritten Offering, the Company shall obtain at the reasonable request of any Underwriter and furnish
to such Underwriter (with a copy to each holder of Registrable Securities included in any Registration Statement addressed to such
holder) (i) customary opinions of counsel to the Company and (ii) customary comfort letters from the Company’s independent
public accountants. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of
Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion
of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective
and that no stop order is in effect.


 






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3.1.10 Earnings Statement. The Company
shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders,
as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 


 


3.1.11 Listing. The Company shall
use its reasonable best efforts to cause all Registrable Securities included in any Registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated
or, if no such similar securities are then listed or designated, in a manner satisfactory to the holder(s) of a majority of the
Registrable Securities included in such Registration.


  


3.1.12 Road Show. If the Registration
involves the Registration of PIPE Registrable Securities involving gross proceeds in excess of $25,000,000, the Company shall use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


3.2 Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the
case of a resale Registration on Form F-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information,
each holder of Registrable Securities included in any Registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact
in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver
to the Company all written copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration Expenses. The Company
shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any Registration on Form F-3 effected pursuant to Section 2.3, and all expenses incurred in performing
or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including,
without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky”
laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii)
printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its
officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and
fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated
with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any
special experts retained by the Company in connection with such Registration and (ix) the fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the PIPE Registrable Securities included in such Registration. The Company
shall have no obligation to pay any underwriting discounts or selling commissions attributable to the PIPE Registrable Securities
being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an Underwritten Offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion
to the respective amount of shares each is selling in such offering. 


  


3.4 Information. The holder(s) of
Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the Registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with
the Company’s obligation to comply with federal and applicable state securities laws.


  



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4. INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification by the Company.
The Company agrees to indemnify and hold harmless the Investor and each other holder of Registrable Securities, and each of their
respective officers, and directors (each, an “Investor Indemnified Party”), from and against any expenses,
losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement
(or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained
in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any
omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably
incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim,
damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal
and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however,
that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises
out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration
Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The
Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members
and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided
above in this Section 4.1.  


 


4.2 Indemnification by Holders of Registrable
Securities. Subject to the limitations set forth under Section 4.4.3 hereof, each selling holder of Registrable Securities
will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter
(if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter
within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several,
insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale
of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out
of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to
make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information
furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors
and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of
them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s
indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually
received by such selling holder.


 






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4.3 Conduct of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity
may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure
by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against
the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent
that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory
to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the
Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the
Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by
such Indemnifying Party if, based upon the written advice of counsel of such Indemnified Party, representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim
or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.  


 


4.4 Contribution.


 


4.4.1 If the indemnification provided for
in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability
or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section
4.4.1.


 


4.4.3 The amount paid or payable by an
Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified
Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4,
no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person
who was not guilty of such fraudulent misrepresentation.


 


5. UNDERWRITING AND DISTRIBUTION.


 


5.1 Rule 144. The Company covenants
that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further
action as the holder(s) of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holder(s) to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission. 


 






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6. MISCELLANEOUS.


 


6.1 Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. This Agreement and the rights, duties and obligations of the holder(s) of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to
the benefit of each of the parties, to the permitted assigns of the Investor or holder of Registrable Securities or of any assignee
of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons
that are not party hereto other than as expressly set forth in Article 4 and this Section 6.1.


 


6.2 Notices. All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be
deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed
given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following
timely delivery of such notice to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


3rd Floor, Tower A, Tagen Knowledge & Innovation
Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518000, the PRC


 


To Investor, to the address set forth below the Investor’s
name on Exhibit A hereto. 


 


6.3 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.4 Counterparts. This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute
valid and sufficient delivery thereof.


 


6.5 Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.6 Modifications and Amendments.
No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such
party.


 


6.7 Titles and Headings. Titles and
headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


6.8 Waivers and Extensions. Any party
to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will
not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may
be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 






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6.9 Remedies Cumulative. In the event
that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor
or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any
one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. 


 


6.10 Governing Law. This Agreement
shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof
that would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive
jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any
suit, action or proceeding arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent
permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding
brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient
forum.


 


6.11 Waiver of Trial by Jury. Each
party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.


 


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IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	COMPANY:  
	 	 
	 	Meten EdtechX Education Group Ltd.
	 	 	 
	 	By:	/s/ GUO Yupeng
	 	Name:  	GUO Yupeng
	 	Title:  	Director



 






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IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	INVESTOR:
	 	 	 
	 	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


 




 


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