Exhibit 10.1


 


[DATE],
2020


 


EdtechX
Holdings Acquisition Corp. II


c/o
IBIS Capital Limited


22
Soho Square


London,
W1D 4NS


United
Kingdom


 


Jefferies
LLC


520
Madison Avenue, 2nd Floor


New
York, New York 10022


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between EdtechX Holdings Acquisition Corp. II, a
Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”)
of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten
initial public offering (the “IPO”) of the Company’s units (the “Units”),
each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class
A Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Class
A Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13
hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees, severally but not jointly, with the Company
as follows:


 


1.
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common
Stock (including shares of Class B Common Stock and those shares of Class A Common Stock that may be issued to it upon conversion
of Class B Common Stock) beneficially owned by it, him or her, whether acquired before, in, or after the IPO, in favor of
such Business Combination.


 


2.
(a) In the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be further amended from time to time (the “Charter”),
the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter,
redeem the IPO Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on funds held in the Trust Account (less up to $100,000 of interest to pay liquidation expenses
and which interest shall be net of taxes payable), divided by the number of then outstanding IPO Shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and
(iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account
(“Claim”) with respect to the shares of Class B Common Stock owned by the undersigned and hereby waives
any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company
and will not seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there
will be no distribution from the Trust Account with respect to any Warrants, all of which will terminate on the Company’s
liquidation.


 






     


     


    

 


[(c)
In the event of the liquidation of the Trust Account, undersigned agrees to be liable to the Company if and to the extent any
claims by a third party (other than the Company’s independent public accountants) for services rendered or products sold
to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser
of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any
and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims
under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the “Securities Act”).][For sponsor letter only]


 


3.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent
valuation or appraisal firm that regularly renders valuation opinions, that such Business Combination is fair to the Company from
a financial point of view.


 


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The undersigned acknowledges and agrees that it will not be entitled to receive, and will not accept, any finder’s fees,
reimbursements, consulting fee, non-cash payments, monies in respect of any payment of a loan or other compensation paid by us
to the Company’s sponsors, initial stockholders, officers, directors or their affiliates prior to, or in connection with
any services rendered in order to effectuate, the consummation of the Business Combination (regardless of the type of transaction
that it is); provided that the Company shall be allowed to make the payments set forth in the Registration Statement under the
caption “Prospectus Summary – The Offering – Limited payments to insiders,” none of which will be made
from the proceeds of the IPO held in the Trust Account prior to the completion of the Business Combination.


 


5.
[(a) The undersigned hereby agrees not to become an officer or director of any other special purpose acquisition company that
has publicly filed a registration statement with the SEC until the Company has entered into a definitive agreement regarding an
initial Business Combination or the Company has failed to complete an initial Business Combination within the time period required
by the Charter.


 


(b)
The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured
in the event of a breach of any of the obligations contained in this letter, (ii) monetary damages may not be an adequate
remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.][For officer letters only]


 


6.
(a) The undersigned agrees that the shares of Class B Common Stock may not be transferred, assigned or sold (except (a) to the
Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
members of the sponsors (as defined in the Registration Statement), any affiliates of the sponsors, the initial stockholders (as
defined in the Registration Statement) and any family members of the initial stockholders, if such initial stockholder is an individual,
or any members of the initial stockholders or any affiliates of the initial stockholders, if such initial stockholder is an entity,
(b) by gift to a charitable organization or in the case of an individual, by gift to a member of the holder’s immediate
family or to a trust, the beneficiary of which is a member of one of the holder’s immediate family or an affiliate of such
person; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the
case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial business combination
at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of the initial business combination; (g) to Macquarie Capital (USA) Inc. or its affiliates,
or (h) by virtue of the laws of Delaware or the organizational documents of the sponsors upon dissolution of the sponsors or any
of the initial stockholders upon dissolution of such initial stockholder; provided, however, that in the case of clauses (a) through
(e) or (h) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions
and the other restrictions contained in this Letter Agreement with respect to such securities (including provisions relating to
voting, the trust account and liquidation distributions described elsewhere in the Registration Statement) until the earlier of
(1) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s
initial Business Combination, (x) if the reported closing price of the Class A Common Stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date
on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that
results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property.


 






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(b)
The undersigned will not, without the prior written consent of the Representative, offer, sell, contract to sell, hypothecate,
pledge, hedge, grant any option to purchase or otherwise dispose of or agree to dispose of (or enter into any transaction that
is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity
with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the
filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder
with respect to, any Units, Class A Common Stock, Class B Common Stock, Warrants or any securities convertible into, or exercisable,
or exchangeable for, Common Stock or publicly announce an intention to effect any such transaction, for a period of 180 days after
the date of the Underwriting Agreement. Each of the undersigned acknowledges and agrees that, prior to the effective date of any
release or waiver, of the restrictions set forth in section 6 hereof, the Company shall announce the impending release or waiver
by press release through a major news service at least two business days before the effective date of the release or waiver. Any
release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions
of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the
transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration
that such terms remain in effect at the time of the transfer.


 


(c)
The undersigned agrees that the Private Placement Warrants (including the shares of Class A Common Stock issuable upon exercise
of the Private Placement Warrants) will not be transferable, assignable or salable (except to the same permitted transferees as
described above with respect to the shares of Class B Common Stock) until 30 days after the completion of the Company’s
initial Business Combination.


 


[7.
The undersigned agrees to be an officer and/or director of the Company until the earlier of the consummation by the Company of
a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished
to the Company and the Representative is true and accurate in all respects and does not omit any material information with respect
to the undersigned’s background. The undersigned’s FINRA Questionnaire previously furnished to the Company and the
Representative is true and accurate in all respects. The undersigned represents and warrants that:


 


	 	(a)	he/she
    has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her
    or any partnership in which he/she was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he/she was an executive officer at or within two years before the time of such
    filing;


 


	 	(b)	he/she
    has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her business or property, or any
    such partnership;


 


	 	(c)	he/she
    has never been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	he/she
    has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic
    violations and minor offenses);


 






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	 	(e)	he/she
    has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
    of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her from (i) acting as a futures
    commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
    merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an
    associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
    an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company,
    or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any
    type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security
    or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	he/she
    has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
    or state authority barring, suspending or otherwise limiting for more than 60 days your right to engage in any activity described
    in 9(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	he/she
    has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or
    state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
    or vacated;


 


	 	(h)	he/she
    has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities
    law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	he/she
    has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
    or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies
    including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty
    or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation
    prohibiting mail or wire fraud or fraud in connection with any business entity;


 


	 	(j)	he/she
    has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any
    self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that
    has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	he/she
    has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
    the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
    dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	he/she
    was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
    a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
    (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures
    Trading Commission; or the National Credit Union Administration that is based on a violation of any law or regulation that
    prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	he/she
    has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such
    sale, restrained or enjoined him/her from engaging or continuing to engage in any conduct or practice: (i) in connection
    with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
    out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid
    solicitor of purchasers of securities;


 






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	 	(n)	he/she
    has never been subject to any order of the SEC that orders him/her to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited
    to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder,
    and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the
    Securities Act;


 


	 	(o)	he/she
    has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC
    that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the
    subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	he/she
    has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary
    restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute
    a scheme or device for obtaining money or property through the mail by means of false representations;


 


	 	(q)	he/she
    is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
    a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
    (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures
    Trading Commission; or the National Credit Union Administration that bars the undersigned from: (i) association with
    an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance
    or banking; or (iii) engaging in savings association or credit union activities;


 


	 	(r)	he/she
    is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act or section 203(e) or
    203(f) of the Investment Advisers Act of 1940 that: (i) suspends or revokes the undersigned’s registration as a
    broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions
    or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated
    with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	he/she
    has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
    self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities
    association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.][For
    director and officer letters only]


 


8.
The undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this letter
agreement [and to serve as an officer and/or director of the Company].


 


9.
The undersigned hereby waives any right to exercise redemption rights with respect to any shares of the Common Stock owned or
to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such
shares be part of the Class B Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees
that he/she will not seek redemption with respect to such shares in connection with any vote to approve a Business Combination
(or sell such shares to the Company in a tender offer in connection with such a Business Combination).


 


10.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Charter to modify the ability of holders
of IPO Shares to have their shares redeemed or sell their shares to the Company in connection with a Business Combination, modify
the substance or timing of the Company’s obligation to redeem 100% of the IPO Shares if the Company does not complete an
initial Business Combination within the time period required by the Charter or with respect to any other material provisions relating
to stockholders’ rights or pre-initial business combination activity unless the Company provides public stockholders with
the opportunity to have their IPO Shares redeemed upon such approval in accordance with the Charter.


 






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11.
This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way
to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of
New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in the
State of New York to receive, for the undersigned and on his/her behalf, service of process in any Proceeding. If for any reason
such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute
agent acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the right
of either party to serve process in any other manner permitted by law.


 


12. To the extent that
the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within 45 days from
the date of the Prospectus (and as further described in the Prospectus), the initial stockholders agree to forfeit, at no cost,
a number of shares of Class B Common Stock in the aggregate equal to 375,000 multiplied by a fraction, (i) the numerator of which
is 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii)
the denominator of which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
in full by the Underwriters so that the initial stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding
shares of Common Stock after the Public Offering.


 


13. As used herein,
(i) a “Business Combination” means a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors, sponsors and initial stockholders of the Company immediately prior to the IPO; (iii) “IPO
Shares” means the shares of Common Stock issued in the Company’s IPO; (iv) “Class B Common Stock”
means the Company’s Class B common stock, par value $0.0001 per share; (v) “Common Stock” means
the Class A Common Stock and Class B Common Stock; (vi) “initial stockholders” means all of the holders
of Class B Common Stock; (vii) “Trust Account” means the trust account into which a portion of the net
proceeds of the Company’s IPO and sale of private placement warrants will be deposited; (viii) “Registration
Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-249098) filed
with the Securities and Exchange Commission; and (ix) “Private Placement Warrants” means the Warrants
being sold in a private placement simultaneously with consummation of the IPO.


 


14.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


 


15.
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


16.
This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This letter agreement shall terminate on the earlier of (i) the expiration of the transfer restrictions on the Class
B Common Stock contained in Section 6 hereof and (ii) the liquidation of the Company; provided, that such termination
shall not relieve the undersigned from liability for any breach of this agreement prior to its termination.


 


[Signature
Page Follows]


 




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	 	Print Name of Insider
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	EDTECHX HOLDINGS ACQUISITION CORP.
    II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


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