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”).
WARRANT AGREEMENTWarrant Agreement • November 19th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 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 • November 19th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of [●], 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 • November 19th, 2020 • DD3 Acquisition Corp. II • Blank checks • New York
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 • 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”).
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”).
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
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”).
