INDEMNITY AGREEMENTIndemnity Agreement • November 19th, 2020 • DD3 Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
11,000,000 Units DD3 ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • December 11th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
This agreement (“Agreement”) is made as of December 7, 2020 between DD3 Acquisition Corp. II, a Delaware corporation, with offices at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 7th day of December, 2020, by and among DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
EARLYBIRDCAPITAL, INC. New York, New York 10017 December 7, 2020DD3 Acquisition Corp. II • December 11th, 2020 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby DD3 Acquisition Corp. II, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-250212) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
DD3 Acquisition Corp. IIDD3 Acquisition Corp. II • November 19th, 2020 • Blank checks • New York
We are pleased to accept the offer DD3 Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), of DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 11th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 7, 2020 (“Agreement”), by and among DD3 Acquisition Corp. II, a Delaware corporation (“Company”), DD3 Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockholders after the date hereof in accordance with the terms hereof being referred to as the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
December 7, 2020Underwriting Agreement • December 11th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised 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 warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 19th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2020 (“Agreement”), by and among DD3 Acquisition Corp. II, a Delaware corporation (“Company”), DD3 Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), the stockholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such stockholders after the date hereof in accordance with the terms hereof being referred to as the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 22nd, 2021 • DD3 Acquisition Corp. II • Blank checks • New York
This Amendment No. 1, dated as of June 21, 2021 (this “Amendment”), amends the Forward Purchase Agreement, dated as of November 19, 2020 (the “Agreement”), between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”) and MG Partners Multi-Strategy Fund LP, an Ontario limited partnership (the “Purchaser”). Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 19th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of November 19, 2020 between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and MG Partners Multi-Strategy Fund LP, an Ontario limited partnership (the “Purchaser”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 3rd, 2021 • Codere Online U.S. Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made and entered into by and among Codere Online Luxembourg, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (“Holdco”), DD3 Sponsor Group, LLC (“Sponsor”), MG Partners Multi-Strategy Fund LP (“MG Partners”), Baron Global Advantage Fund (“BGAF”), Baron Emerging Markets Fund (“BEMF”), Destinations International Equity Fund (“DIEF” and, together with BGAF and BEMF, the “Baron Funds”), the other signatories listed in Annex A (collectively, the “Transferees”), Codere Newco, S.A.U., a corporation (sociedad anónima unipersonal) registered and incorporated under the laws of Spain and with its registered office at Avenida
November 30, 2021 DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, Mexico Codere Online Luxembourg, S.A. Luxembourg, Grand Duchy of Luxembourg Ladies and Gentlemen:Codere Online U.S. Corp. • December 3rd, 2021 • Blank checks
This Expense Reimbursement Agreement, including the representations, warranties and agreements of DD3 Sponsor Group, LLC (“Sponsor”) and Parent set forth herein, when accepted by the SPAC and Holdco, will evidence the agreement of the parties with respect to the matters contained in this Expense Reimbursement Agreement. Parent, Sponsor, SPAC and Holdco further agree for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as follows:
DD3 Acquisition Corp. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, MexicoDD3 Acquisition Corp. II • November 19th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of DD3 Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DD3 Sponsor Group, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per mon
DD3 ACQUISITION CORP. II Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, MexicoDD3 Acquisition Corp. II • December 11th, 2020 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of DD3 Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DD3 Sponsor Group, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per mon
BUSINESS COMBINATION AGREEMENT by and among DD3 ACQUISITION CORP. II, CODERE NEWCO S.A.U., SERVICIOS DE JUEGO ONLINE S.A.U., CODERE ONLINE LUXEMBOURG, S.A. and CODERE ONLINE U.S. CORP. Dated as of June 21, 2021Nomination Agreement • June 22nd, 2021 • DD3 Acquisition Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT is made and entered into as of June 21, 2021 (this “Agreement”), by and among DD3 Acquisition Corp. II, a Delaware corporation (“SPAC”), Codere Newco, S.A.U., a corporation (sociedad anónima unipersonal) registered and incorporated under the laws of Spain and with its registered office at Avenida de Bruselas 26, 28108, Alcobendas (Madrid, Spain) (“Parent”), Servicios de Juego Online S.A.U., a corporation (sociedad anónima unipersonal) registered and incorporated under the laws of Spain and with its registered office at Avenida de Bruselas 26, 28108, Alcobendas (Madrid, Spain) and whose sole shareholder is Parent (the “Company”), Codere Online Luxembourg, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg whose sole shareholder is Parent and is registered with the Luxembourg Trade and Companies
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 19th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of November 17, 2020 between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), and the entities listed on the signature page hereto under the heading “Purchasers” (each, a “Purchaser” and collectively, the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 22nd, 2021 • DD3 Acquisition Corp. II • Blank checks • New York
CODERE NEWCO, S.A.U. AND CODERE ONLINE LUXEMBOURG, S.A. CONTRIBUTION AND EXCHANGE AGREEMENT For the contribution of shares OF Servicios de Juego Online, S.A.U. by CODERE NEWCO, S.A.U. TO CODERE ONLINE LUXEMBOURG, S.A.Contribution and Exchange Agreement • June 22nd, 2021 • DD3 Acquisition Corp. II • Blank checks • Luxembourg
INVESTOR SUPPORT AGREEMENTInvestor Support Agreement • June 22nd, 2021 • DD3 Acquisition Corp. II • Blank checks • New York
INVESTOR SUPPORT AGREEMENT, dated as of June 21, 2021 (this “Agreement”), by and among DD3 Acquisition Corp. II, a Delaware corporation (“DD3”), and the stockholders of DD3 whose names appear on the signature page of this Agreement (collectively, the “Investors”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 3rd, 2021 • Codere Online U.S. Corp. • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of November 30, 2021, by and among DD3 Acquisition Corp. II, a Delaware corporation, with offices at Pedregal 24, 3rd Floor, Interior 300, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (the “Company”), Codere Online Luxembourg, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 7 rue Robert Stümpert, L-2557 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (“Holdco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the
