Exhibit 10.6.2

_________, 2018

Gentlemen:

EdtechX Holdings Acquisition Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”).

Each of the undersigned hereby commits to purchase 60,000 warrants of the Corporation (collectively the “Private Warrants”) for a purchase price of $75,000 (collectively the “Purchase Price”). Each Private Warrant entitles the undersigned to purchase one share of common stock, par value $0.0001 per share (“Common Stock”), of the Corporation, at a price of $11.50 per share. On the date of the consummation of the IPO, the undersigned will fund the Purchase Price as set forth below.

The consummation of the purchase and issuance of the Private Warrants shall occur simultaneously with the consummation of the IPO. Simultaneously with the consummation of the IPO, the undersigned shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s public shareholders as described in the registration statement filed in connection with the IPO (“Registration Statement”).

In the event that either of the undersigned breaches its respective purchase obligations set forth above to purchase its portion of the Private Warrants and does not purchase all or any portion of such Private Warrants, the other purchaser of the Private Warrants will have the ability, but not the obligation, to satisfy the breaching party’s purchase obligation (and if they do, then the breaching party will sell, at the original cost, the Founders’ Shares (defined below) held by the breaching party to the other purchaser of Private Warrants who satisfies the breaching party’s purchase obligation and shall thereupon have no further liability or obligation in relation to such breach).

In consideration of the above respective purchase obligations, the Corporation will cause its sponsors (collectively, the “Transferor”) to transfer to each undersigned 18,750 shares of Common Stock (collectively, the “Founders’ Shares”). The undersigned acknowledges and agrees that if the underwriters in the IPO determine the size of the offering should be increased or decreased, each undersigned will either receive a dividend on the Founders’ Shares transferred hereunder or contribute a portion of the Founders’ Shares back to capital, as applicable, in order to maintain the aggregate ownership of the Corporation’s initial stockholders at a certain percentage of the number of shares to be sold in the IPO. Any increase or decrease will affect all holders of Founders’ Shares on a pro-rata basis.

The Founders’ Shares will be identical to the shares of Common Stock included in the units to be sold by the Corporation in the IPO, and the Private Warrants will be identical to the warrants included in the units to be sold by the Corporation in the IPO, except that:

The Founders’ Shares and Private Warrants are deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of the FINRA Manual, commencing on the effective date of the Registration Statement. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

Each of the undersigned further acknowledges and agrees that if, in order to consummate any Business Combination, the holders of Founders’ Shares or Private Warrants are required to contribute back to the capital of the Corporation a portion of any such securities to be cancelled by the Corporation or transfer a portion of any such securities to one or more third parties, the undersigned will contribute back to the capital of the Corporation or transfer to such third party or parties a proportionate number of Founders’ Shares or Private Warrants, as applicable, pro rata with the other holders of Founders’ Shares or Private Warrants, as applicable.

Each of the undersigned acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights agreement.

Each of the undersigned hereby represents and warrants that, as applicable:

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