AMENDED AND RESTATED STOCK ESCROW AGREEMENT
Exhibit 10.20
AMENDED AND RESTATED STOCK ESCROW AGREEMENT
This AMENDED AND RESTATED STOCK ESCROW AGREEMENT, dated as of March [●], 2020 (“Amended and Restated Escrow Agreement”), by and among EDTECHX HOLDINGS ACQUISITION CORP., a Delaware corporation (“EdtechX”), METEN EDTECHX EDUCATION GROUP LTD., a Cayman Islands exempted company (“Holdco”), the individuals and entities listed on Exhibit A hereto (collectively the “Founders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) amends and restates in its entirety that certain Stock Escrow Agreement by and among EdtechX, the Founders, and the Escrow Agent dated October 5, 2018 (“Prior Agreement”).
WHEREAS, in connection with the initial public offering of units of EdtechX, the Founders agreed to deposit all of the shares of common stock of EdtechX, par value $0.0001 per share (“EdtechX Common Stock”), owned by them into escrow pursuant to the terms and conditions of the Prior Agreement;
WHEREAS, EdtechX has entered into an Agreement and Plan of Reorganization (“Merger Agreement”), dated as of December 12, 2019, by and among EdtechX, Holdco, Meten Education Inc., a Delaware corporation and wholly owned subsidiary of Holdco, Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Holdco, and Meten International Education Group, a Cayman Islands exempted company, and, as a result of the transactions contemplated by the Merger Agreement, among other things, each outstanding share of EdtechX Common Stock will be exchanged for one ordinary share of Holdco (“Holdco Ordinary Shares”);
WHEREAS, pursuant to Section 8.2(j) of the Merger Agreement, each Holdco Ordinary Share received by the Founders upon consummation of the business combination shall be subject to the same transfer restrictions as set forth in the Prior Agreement;
WHEREAS, EdtechX, Holdco, and the Founders desire that the Escrow Agent hold the Holdco Ordinary Shares held by the Founders in escrow, subject to the terms of this Amended and Restated Escrow Agreement; and
WHEREAS, each of the parties to the Prior Agreement is a signatory to this Amended and Restated Escrow Agreement, satisfying the requirements for amendments as set forth in Section 6.3 of the Prior Agreement.
IT IS AGREED:
1. Appointment of Escrow Agent. EdtechX, Holdco, and the Founders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Amended and Restated Escrow Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.
2. Deposit of Shares. On or about the date hereof and upon consummation of the Business Combination, EdtechX shall instruct the Escrow Agent to exchange each share of EdtechX Common Stock held in escrow pursuant to the Prior Agreement for one Holdco Ordinary Share, with such Holdco Ordinary Shares to be held and disbursed subject to the terms and conditions of this Amended and Restated Escrow Agreement. Each Founder acknowledges that the certificate representing such Founder’s Holdco Ordinary Shares will be legended to reflect the deposit of such shares under this Amended and Restated Escrow Agreement.
3. Disbursement of the Escrow Shares. Except as otherwise set forth herein, the Escrow Agent shall hold the Holdco Ordinary Shares deposited into escrow pursuant to Section 2 above (such shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow Shares, the earlier of (x) six months after the date hereof and (y) the date on which the last sale price of the Holdco Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing from the date hereof and (ii) with respect to the remaining 50% of the Escrow Shares, six months after the date hereof (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Founder’s Escrow Shares to such Founder; provided, however, that if, within the Escrow Period, Holdco subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Holdco Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of Holdco, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.
4. Rights of Founders in Escrow Shares.
4.1 Voting Rights as a Shareholder. Except as herein provided, the Founders shall retain all of their rights as shareholders of Holdco as long as any shares are held in escrow pursuant to this Amended and Restated Escrow Agreement, including, without limitation, the right to vote such shares.
4.2 Dividends and Other Distributions in Respect of the Escrow Shares. For as long as any Escrow Shares are held in escrow pursuant to this Amended and Restated Escrow Agreement, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Founders, but all dividends payable in shares or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
4.3 Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the Founders and Holdco’s officers, directors, employees, consultants or their affiliates, (ii) to a Founder’s stockholders, partners or members upon the Founder’s liquidation, (iii) by bona fide gift to a member of the Founder’s immediate family or to a trust, the beneficiary of which is the Founder or a member of the Founder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death of the Founder, or (v) pursuant to a qualified domestic relations order binding on the Founder; provided, however, that except with Holdco’s prior written consent, such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Amended and Restated Escrow Agreement.
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5. Concerning the Escrow Agent.
5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and 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 Escrow Agent), 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 Escrow Agent in good faith to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Amended and Restated Escrow Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.
5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by Holdco from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Amended and Restated Escrow Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.
5.3 Compensation. The Escrow Agent shall be entitled to reasonable compensation from Holdco for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from Holdco for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.
5.4 Further Assurances. From time to time on and after the date hereof, EdtechX, Holdco and the Founders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Amended and Restated Escrow Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.
5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by Holdco and approved by the EdtechX Committee (as defined in the Merger Agreement), which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate in the State of New York.
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5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment of a successor escrow agent selected by Holdco and approved by the EdtechX Committee (as defined in the Merger Agreement), which approval will not be unreasonably withheld, conditioned or delayed.
5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or willful misconduct.
6. Miscellaneous.
6.1 Governing Law. This Amended and Restated Escrow 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 Amended and Restated Escrow Agreement, each party waives the right to trial by jury.
6.2 Entire Agreement. This Amended and Restated Escrow Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto.
6.3 Headings. The headings contained in this Amended and Restated Escrow Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.
6.4 Binding Effect. This Amended and Restated Escrow Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.
6.5 Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Amended and Restated Escrow 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 Holdco, to:
Meten EdtechX Education Group Ltd.
x/x
Xxxxx Xxxxxxxxxxxxx Education Group
0xx Xxxxx, Xxxxx X, Xxxxx Xxxxxxxxx & Innovation Center
2nd Shenyun West Road, Nanshan District
Shenzhen, Guangdong Province 518045
The People’s Republic of China
Attention: Xxxxxx Xxx
Email: xxxxxxx@xxxxx.xxx
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with a copy, which shall not constitute notice, to:
Xxxxxx,
Xxxxx & Xxxxxxx
Beijing Offices
Beijing Xxxxx Xxxxxx Xxxxx Xxxxx, Xxxxx 000, 0xx Xxxxx
Xx. 0 Xxxxx Xxx Xxxx
Xxxxxxxx, Xxxxxxx 000000
The People’s Republic of China
Attn:
Xxxx Xxxxx
Email: xxxx.xxxxx@xxxxxxxxxxx.xxx
If to the EdtechX Committee, to:
EdtechX Holdings Acquisition Corp.
c/o IBIS Capital Limited
00 Xxxx Xxxxxx
Xxxxxx, X0X 0XX
Xxxxxx Xxxxxxx
Attn: Xxxxxxxx Xxxxxxxx-Cloquet
Fax No.: x00 (0)00 0000 0000
Email: xxx@Xxxxxxx.xxx
If to a Founder, to the address set forth in Exhibit A
with a copy, which shall not constitute notice, to:
Xxxxxxxx Xxxxxx
The Chrysler Building
000 Xxxxxxxxx Xxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxx Xxxxxx, Esq. / Xxxxxxx X. Xxxxxxx, Esq.
Email: xxxxxxx@xxxxxxxx.xxx / xxxxxxxx@xxxxxxxx.xxx
and if to the Escrow Agent, to:
Continental Stock Transfer & Trust Company
0 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chairman
Fax No.:
Email:
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.
6.6 Counterparts. This Amended and Restated Escrow Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument.
[Signature Page Follows]
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WITNESS the execution of this Amended and Restated Escrow Agreement as of the date first above written.
| EDTECHX HOLDINGS ACQUISITION CORP. | ||
| By: | ||
| Name: Xxxxxxxx Xxxxxxxx-Cloquet | ||
| Title: Chief Executive Officer | ||
| METEN EDTECHX EDUCATION GROUP LTD. | ||
| By: | ||
| Name: Xxxxxx Xxx | ||
| Title: Director | ||
| FOUNDERS: | ||
| IBIS CAPITAL SPONSOR LLC | ||
| By: | ||
| Name: Xxxxxxx XxXxxxxx | ||
| Title: Managing Member | ||
| IBIS CAPITAL SPONSOR II LLC | ||
| By: | ||
| Name: Xxxxxxx XxXxxxxx | ||
| Title: Managing Member | ||
| AZIMUT ENTERPRISES S.R.L. | ||
| By: | ||
| Name: | ||
| Title: | ||
| COFIRCONT COMPAGNIA FIDUCIARIA S.R.L. | ||
| By: | ||
| Name: | ||
| Title: | ||
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| CHARDAN CAPITAL MARKETS, LLC | ||
| By: | ||
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
| I-BANKERS SECURITIES, INC. | ||
| By: | ||
| Name: Xxxx XxXxxxx | ||
| Title: Chief Executive Officer | ||
| CONTINENTAL STOCK TRANSFER | ||
| & TRUST COMPANY | ||
| By: | ||
| Name: | ||
| Title: | ||
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EXHIBIT A
| Name and Address of Founder | Number of Shares | |||
| IBIS Capital Sponsor LLC 00 Xxxx Xxxxxx Xxxxxx, X0X 0XX, Xxxxxx Xxxxxxx Attn: Xxxxxxxx Xxxxxxxx-Cloquet | 416,000 | |||
| IBIS Capital Sponsor II LLC 00 Xxxx Xxxxxx Xxxxxx, X0X 0XX, Xxxxxx Xxxxxxx Attn: Xxxxxxxx Xxxxxxxx-Cloquet | 740,250 | |||
| Azimut Enterprises S.r.l. Xxx Xxxxxx, 0-00000 Xxxxxx, Xxxxx | 125,000 | |||
| Cofircont Compagnia Fiduciaria S.r.l. [ADDRESS] | 262,500 | |||
| Chardan Capital Markets, LLC 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 | 18,750 | |||
| I-Bankers Securities, Inc. 000 0xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 | 18,750 | |||
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