Exhibit 10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made as of [DATE], 2020 by and between EdtechX Holdings
Acquisition Corp. II, a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a
New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-249098 (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units
(the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001
per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder
thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “IPO”)
has been declared effective as of the date hereof by the Securities and Exchange Commission;


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS,
as described in the Prospectus, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
$101,500,000 of the gross proceeds of the IPO and a simultaneous sale of Private Placement Warrants (as defined in the Underwriting
Agreement) (or $116,725,000 if the over-allotment option is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit
of the Company and the holders of the Common Stock included in the Units issued in the IPO as hereinafter provided (the proceeds
to be delivered to the Trustee and any interest subsequently earned thereon will be referred to herein as the “Property”;
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000 (or $4,025,500 if the underwriters’
over-allotment option is exercised in full) is attributable to deferred underwriting discounts and commissions (the “Deferred
Discount”) that shall become payable by the Company to the underwriters upon the consummation of an initial business combination
(as described in the Registration Statement, a “Business Combination”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


IT
IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Company that
is reasonably satisfactory to the Trustee;


 


(b)
Manage, supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
Either (i) invest and reinvest the Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185
days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as
a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment
Company Act, which invest only in direct U.S. government treasury obligations or (ii) cause the brokerage institution referred
to in 1(a) above to place the Property in a cash bank account such as an interest or non-interest bearing checking or savings
account; it being understood that unless the Company instructs the Trustee to do either of the foregoing, the Trust Account will
earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn
bank credits or other consideration during such periods;


 






     


     


    

 


(d)
Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by it with respect to any Property requiring
action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation
of its tax returns;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and
when instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of
a letter from the Company (the “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company and, in the case of a Termination Letter in a form substantially
similar to that attached hereto as Exhibit A, jointly acknowledged and agreed to by the Representative, and complete the
liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and
the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received
by the Trustee within the period of time (the “Last Date”) provided in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”), the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto
and distributed to the Public Stockholders as of the Last Date. The provisions of this Section 1(i) may not be modified,
amended or deleted under any circumstances; and


 


(j)
Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company,
distribute to Public Stockholders who exercised their redemption rights in connection with an amendment to Article Sixth of the
Certificate of Incorporation (an “Amendment”) an amount equal to the pro rata share of the Property relating to the
Common Stock for which such Public Stockholders have exercised redemption rights in connection with such Amendment. The provisions
of this Section 1(j) may not be modified, amended or deleted under any circumstances.


 


2. Limited
Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any tax obligation owed by the Company.


 


(b)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except
as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) or 1(j) hereof.


 


(c)
The Company shall provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any
other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after
such issuance.


 






    2


     


    

 


3. Agreements
and Covenants of the Company. The Company agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by its Chief Executive Officer or Chief Financial Officer of
the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 2(a) above, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with
reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b)
Subject to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against
any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after
the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which
the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel;


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to
time. It is expressly understood that the Property shall not be used to pay such fees unless such payment is in connection with
the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination;


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i),
the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)
If the Company’s stockholders approve an Amendment, provide the Trustee with an Amendment Notification Letter in the form
of Exhibit C providing instructions for the distribution of funds to Public Stockholders who exercise their redemption option
in connection with such Amendment; and


 


(g)
Within five business days after the Representative, on behalf of the underwriters in the IPO, exercises the over-allotment option
(or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with
a copy to the Representative) of the total amount of the Deferred Discount, which shall in no event be less than $3,500,000.


 


4. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no
liability to any party except for liability arising out of its own gross negligence, fraud or willful misconduct;


 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(c)
Change the investment of any Property, other than in compliance with Section 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 






    3


     


    

 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice
of counsel (including counsel chosen by the Trustee), statement, instrument, report, or other paper or document (not only as to
its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith and with reasonable care, to be genuine and to be signed or
presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to
the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any business combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account
or deliver payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating
to the income earned on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such
taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under
Section 2(a) hereof);


 


(j)
Imply obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than
this agreement and that which is expressly set forth herein; or


 


(k)
Verify calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1 (j) or 2(a)
above.


 


5. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the
Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6. Termination.
This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 






    4


     


    

 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 


(c)
If the Offering is not consummated within ten business days of the date of this Agreement, in which case any funds received by
the Trustee from the Company or its sponsor, as applicable, shall be returned promptly following the receipt by the Trustee of
written instructions from the Company.


 


7. Miscellaneous.


 


(a)
The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from
the Trust Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability,
or expense resulting from any error in the information supplied to it or funds transferred based on such information.


 


(b)
This 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
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.


 


(c)
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original,
and together shall constitute but one instrument.


 


(d)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i) and 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof may
only be changed, amended, or modified by a writing signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of the Representative. The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.


 


(e)
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 7(d) hereof with the Consent
of the Stockholders. For purposes of this Section 7(e), the “Consent of the Stockholders” means receipt by the Trustee
of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of
record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”)
(or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class
B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change,
amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem
his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing
of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination
within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification
from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed
amendment in reliance thereon.


 






    5


     


    

 


(f)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by email or by facsimile transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez 


Email:
fwolf@continentalstock.com 


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


EdtechX
Holdings Acquisition Corp. II


c/o
IBIS Capital Limited


22
Soho Square


London,
W1D 4NS


United
Kingdom


Attn:
Benjamin Vedrenne-Cloquet


Email:
bvc@ibiscap.com


 


in
either case with a copy (which copy shall not constitute notice) to:


 


Jefferies
LLC 


520
Madison Avenue 


New
York, New York 10022 


Attn:
General Counsel


 


and


 


Graubard
Miller 


The
Chrysler Building 


405
Lexington Avenue 


New
York, New York 10174 


Attn:
David Alan Miller, Esq. 


Email:
dmiller@graubard.com


 


and


 


White
& Case LLP


1221
Avenue of the Americas


New
York, NY 10020


Attn:
Joel L. Rubinstein, Esq.


Email:
joel.rubinstein@whitecase.com


 


(g)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(h)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder.


 


(i)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the several underwriters,
is a third party beneficiary of this Agreement (including Section 7(d)) and the Trustee’s obligations under this Agreement
with respect thereto with the same right and power to enforce these provisions as either of the parties hereto.


 


[Signature
Page Follows]


 




    6


     


    


 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	EDTECHX HOLDINGS ACQUISITION CORP.
    II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    7


     


    


 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Prevailing rates	 



 




    8


     


    


 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No.
    [●] - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between EdtechX Holdings Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company, dated as of [●], 2020 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [●] to consummate a business combination (“Business
Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of
the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the above-referenced account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all
of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect
to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [●], which verifies
the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint
written instructions from the Company and the Representative with respect to the transfer of the funds held in the Trust Account
(“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instruction Letter, (x) to the underwriters in an amount equal to
the Deferred Discount as directed by the Representative and (y) the remainder in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty,
you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant
to the terms hereof, the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the you of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	EDTECHX HOLDINGS ACQUISITION CORP.
    II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	AGREED TO AND ACKNOWLEDGED BY:	 
	 	 
	Jefferies LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    A-1


     


    


 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No.
    [●] - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between EdtechX Holdings Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company, dated as of [●], 2020 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to
transfer the total proceeds to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public
Stockholders. The Company has selected [                    ,
20    ] as the date for when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the
Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute
said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under
the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	EDTECHX HOLDINGS ACQUISITION CORP.
    II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Jefferies LLC


 




    B-1


     


    


 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No.
    [●] – Amendment Notification Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Reference
is made to the Investment Management Trust Agreement between EdtechX Holdings Acquisition Corp. II (“Company”) and
Continental Stock Transfer & Trust Company, dated as of [●], 2020 (“Trust Agreement”). Capitalized
words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$             of the proceeds of the Trust to the account at J.P.
Morgan Chase Bank, N.A. for distribution to the stockholders that have requested redemption of their shares in connection with
such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very truly yours,
	 	 
	 	EDTECHX HOLDINGS ACQUISITION CORP.
    II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Jefferies LLC


 




    C-1


     


    


 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No.
    [●]


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between EdtechX Holdings Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company, dated as of [●], 2020 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$            ] of
the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its [tax obligations][dissolution
and liquidation expenses, which expenses will not exceed $100,000]. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	EDTECHX HOLDINGS ACQUISITION CORP.
    II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Jefferies LLC


 


 


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