5,000,000 Units DD3 ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2018 • DD3 Acquisition Corp. • Blank checks • New York
DD3 Acquisition Corp., a British Virgin Islands company (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2018 • DD3 Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of October, 2018, by and among DD3 Acquisition Corp., a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 16th, 2018 • DD3 Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is made as of October 11, 2018 between DD3 Acquisition Corp., a British Virgin Islands company, with offices at c/o DD3 Mex Acquisition Corp, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 October 11, 2018Advisory Agreement • October 16th, 2018 • DD3 Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby DD3 Acquisition Corp., a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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. 333-227423) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 28th, 2018 • DD3 Acquisition Corp. • Blank checks • New York
This Agreement is made as of ____________, 2018 by and between DD3 Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
October 11, 2018Underwriting Agreement • October 16th, 2018 • DD3 Acquisition Corp. • 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., a company incorporated under the laws of the British Virgin Islands (the “Company”), and EarlyBirdCapital, Inc. as representative (“Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share, no par value(the “Ordinary Shares”) and one warrant, each warrant entitling the registered holder to purchase one Ordinary Share at a price of $11.50 per share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 16th, 2018 • DD3 Acquisition Corp. • Blank checks • New York
This Agreement is made as of October 11, 2018 by and between DD3 Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AMENDMENT AGREEMENT TO THE COMBINATION AND STOCK PURCHASE AGREEMENTCombination and Stock Purchase Agreement • September 27th, 2019 • DD3 Acquisition Corp. • Blank checks
This Amendment Agreement to the Combination and Stock Purchase Agreement (this “Amendment Agreement”) is entered into effective as of September 23rd, 2019 in connection with that certain Combination and Stock Purchase Agreement dated as of August 2, 2019 (the “BCA”) by and among DD3 Acquisition Corp., a British Virgin Islands company, as buyer (“Buyer”), Campalier, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Campalier”), Promotora Forteza, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Forteza”), and Strevo, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Strevo”, and together with Campalier and Forteza, “Sellers”), Betterware de México, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BWM”), BLSM Latino América Servicios, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BLSM”, and together with BWM, the “Companies”), and DD3 Mex Acquisition Corp., S.A. de C.V., (“DD3 Mexico” or “Buyer’s Representative”). All
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 16th, 2018 • DD3 Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October 11, 2018 (“Agreement”), by and among DD3 ACQUISITION CORP., a British Virgin Islands corporation (“Company”), DD3 MEX ACQUISITION CORP (the “Initial Shareholder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
DD3 Acquisition Corp. c/o DD3 Mex Acquisition Corp Pedregal 24, 4th Floor Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, MexicoLetter Agreement • September 28th, 2018 • DD3 Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the date of our final prospectus (the “Effective Date”) prepared in connection with the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of DD3 Acquisition Corp. (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 Mex Acquisition Corp shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Pedregal 24, 4th Floor, Colonia Molino del Rey, Delegación Miguel Hidalgo, 11040 Mexico City, Mexico (or any successor location). In exchange therefor, the Company shall pay DD3 Mex Acquisition Corp the sum of $7,500 per month on the Effec
This agreement will be signed on the Closing Date] MERGER AGREEMENT by and among dd3 Acquisition corporation s.a. DE c.v., and BETTERWARE, S.A.P.I. DE C.V., Dated as of ____________, 2019Merger Agreement • August 8th, 2019 • DD3 Acquisition Corp. • Blank checks
MERGER AGREEMENT (“AGREEMENT”) TO BE ENTERED INTO BY AND BETWEEN BETTERWARE, S.A.P.I DE C.V. (“BWM”), AS POST-MERGER SURVIVING ENTITY, REPRESENTED BY [●], AND DD3 ACQUISITION CORPORATION S.A. DE C.V. (“DD3”), REPRESENTED BY [●], AS MERGED ENTITY, ACCORDING TO THE FOLLOWING RECITALS AND CLAUSES: CONVENIO DE FUSIÓN (EL “CONVENIO”) QUE CELEBRAN POR UNA PARTE BETTERWARE, S.A.P.I. DE C.V. (“BWM”) COMO SOCIEDAD FUSIONANTE, REPRESENTADA EN ESTE ACTO POR [●], Y POR LA OTRA PARTE DD3 ACQUISITION CORPORATION S.A. DE C.V. (“DD3”), COMO SOCIEDAD FUSIONADA, RESPRESENTADA EN ESTE ACTO POR [●], AL TENOR DE LAS SIGUIENTES DECLARACIONES Y CLÁUSULAS:
DD3 Acquisition Corp. c/o DD3 Mex Acquisition Corp Pedregal 24, 4th Floor Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, MexicoLetter Agreement • October 16th, 2018 • DD3 Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the date of our final prospectus (the “Effective Date”) prepared in connection with the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of DD3 Acquisition Corp. (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 Mex Acquisition Corp shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Pedregal 24, 4th Floor, Colonia Molino del Rey, Delegación Miguel Hidalgo, 11040 Mexico City, Mexico (or any successor location). In exchange therefor, the Company shall pay DD3 Mex Acquisition Corp the sum of $7,500 per month on the Effec
COMBINATION AND STOCK PURCHASE AGREEMENT by DD3 ACQUISITION CORP., Campalier, S.A. de C.V., Promotora Forteza, S.A. de C.V., Strevo, S.A. de C.V. Betterware de México, S.A. de C.V. BLSM Latino América Servicios, S.A. de C.V. and DD3 MEX ACQUISITION...Combination and Stock Purchase Agreement • August 8th, 2019 • DD3 Acquisition Corp. • Blank checks
This COMBINATION AND STOCK PURCHASE AGREEMENT, dated as of August 2nd, 2019 (this “Agreement”) by and among DD3 Acquisition Corp., a British Virgin Islands company, as buyer (“Buyer”), Campalier, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Campalier”), Promotora Forteza, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Forteza”), and Strevo, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Strevo”, and together with Campalier and Forteza, “Sellers”), Betterware de México, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BWM”), BLSM Latino América Servicios, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BLSM”, and together with BWM, the “Companies”), and DD3 Mex Acquisition Corp., S.A. de C.V., (“DD3 Mexico” or “Buyer’s Representative”), solely for the purposes set forth in Article XI.
SECOND AMENDMENT AGREEMENT TO THE COMBINATION AND STOCK PURCHASE AGREEMENTCombination and Stock Purchase Agreement • February 4th, 2020 • DD3 Acquisition Corp. • Blank checks
This Second Amendment Agreement to the Combination and Stock Purchase Agreement (this “Amendment Agreement”) is entered into effective as of February 3rd, 2020 in connection with that certain Combination and Stock Purchase Agreement dated as of August 2, 2019 (as such agreement has been amended, amended and restated or restated from time to time, the “BCA”) by and among DD3 Acquisition Corp., a British Virgin Islands company, as buyer (“Buyer”), Campalier, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Campalier”), Promotora Forteza, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Forteza”), and Strevo, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Strevo”, and together with Campalier and Forteza, “Sellers”), Betterware de México, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BWM”), BLSM Latino América Servicios, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BLSM”, and together with BWM, the “Companies”),
