Exhibit 10.15


 


AMENDMENT NO. 1 TO


SPONSOR EARNOUT ESCROW AGREEMENT


 


AMENDMENT NO. 1, made this 23rd day
of June 2022 (“Amendment”), to the 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, 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 (as defined in the Agreement).


 


WITNESSETH:


 


WHEREAS, the parties to the
Agreement desire to amend the Agreement to clarify certain of the terms thereof as provided herein.


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:


 


1.
Section 2 of the Agreement is hereby restated in its entirety to read as follows:


 


“2. Deposit
of Shares. On the Closing Date, a number of shares of Parent Common Stock shall be deposited in escrow, to be held and disbursed
subject to the terms and conditions of this Agreement, as follows: (a) 431,250 Sponsor Earnout Shares plus (b) a number of shares
equal to 1,006,250 multiplied by 1 minus a fraction the numerator of which is (1) the amount of cash available in
the Trust Account immediately prior to the Effective Time after deducting the amount required to satisfy the Parent Redemption
Amount (and after giving effect to any redemptions in connection with the approval by Parent’s stockholders of the Extension
Proposal) plus (2) any amount from a Parent Financing consummated in connection with the Closing (excluding solely for purposes of
this Agreement any bank debt incurred in connection with the transactions contemplated by the Merger Agreement) less (3) $30,000,000
and the denominator of which is $40,000,000 (provided that in no event shall such fraction be less than 0) (the “Additional
Earnout Shares”). Solely for purposes of illustration, if the amount of cash available in the Trust Account immediately
prior to the Effective Time after deducting the amount required to satisfy the Parent Redemption Amount plus the amount from a
Parent Financing is $50,000,000, 431,250 Sponsor Earnout Shares and 503,125 Additional Earnout Shares shall be deposited in
escrow.


 


2.
Except as set forth above and as necessary to effect the foregoing, the Agreement remains unmodified and in force in all respects.


 


3.
All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof.


 


4.
This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
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 facsimile or “.pdf” signature page were an original thereof.


 




     


     


    


 


IN WITNESS WHEREOF, the undersigned
have executed this Amendment.


 


	 	EDTECHX HOLDINGS ACQUISITION CORP. II
	 	 
	 	By:	/s/ Benjamin Vedrenne-Cloquet
	 	Name: 	Benjamin Vedrenne-Cloquet
	 	Title:	CEO
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Erika Young
	 	Name: 	Erika Young
	 	Title:	Vice President
	 	 	 
	 	SPONSORS: 
	 	 
	 	IBIS CAPITAL SPONSOR II LLC
	 	 
	 	By:	/s/ Benjamin Vedrenne-Cloquet
	 	Name:	Benjamin Vedrenne-Cloquet
	 	Title:	Managing Member
	 	 
	 	IBIS CAPITAL SPONSOR II EDTECHX LLC
	 	 
	 	By:	/s/ Benjamin Vedrenne-Cloquet
	 	Name:	Benjamin Vedrenne-Cloquet
	 	Title:	Managing Member
	 	 	 
	 	A1 CAPITAL ADVISORY ASIA LIMITED
	 	 
	 	By:	/s/ Anop Chirdkiatisak
	 	Name: 	Anop Chirdkiatisak
	 	Title:	Director