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.
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
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”).
