Exhibit 10.1


 


PROMISSORY NOTE


 


June 3, 2022


 


	$76,041.21	 


 


EdtechX Holdings Acquisition Corp. II (“Maker”)
promises to pay to the order of IBIS Capital Limited or its successors or assigns (“Payee”) the principal sum of Seventy Six
Thousand Forty One dollars and Twenty One Cents ($76,041.21) in lawful money of the United States of America, on the terms and conditions
described below.


 


1. Principal. The principal balance
of this Note shall be repayable on the consummation of the Maker’s initial merger, capital stock exchange, asset acquisition or
other similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands that
if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the
extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering.


 


2. Interest. No interest shall accrue
on the unpaid principal balance of this Note.


 


3. Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.


 


4. Events of Default. The following
shall constitute Events of Default:


 


(a) Failure to Make Required Payments.
Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.


 


(b) Voluntary Bankruptcy, Etc. The
commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable
federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or
for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy, Etc. The
entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under
the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other
similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any
substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days.


 


5. Remedies.


 


(a) Upon the occurrence of an Event of Default
specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount
of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same
to the contrary notwithstanding.


 


(b) Upon the occurrence of an Event of Default
specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.


 






     


     


    

 


6. Intentionally Omitted.


 


7. Waivers. Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest
with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and
all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part
of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of
execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in
part in any order desired by Payee.


 


8. Unconditional Liability. Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or
affecting their liability hereunder.


 


9. Notices. Any notice called for hereunder
shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent
by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:


 


If to Maker:


 


EdtechX Holdings Acquisition Corp. II


c/o IBIS Capital Limited


22 Soho Square


London, W1D 4NS United Kingdom


 


If to Payee:


 


IBIS Capital Limited


22 Soho Square


London, W1D 4NS United Kingdom


 


Notice shall be deemed given on the earlier of (i) actual receipt by
the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission
was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two
(2) Business Days following tender of delivery or dispatch by express mail or delivery service.


 


10. Construction. This Note shall be
construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.


 


11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 




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IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed the day and year first above written.


 


	 	EDTECHX HOLDINGS ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	Name:	Benjamin Vedrenne-Cloquet
	 	Title:	Chief Executive Officer


 


 


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