WARRANT AGREEMENTWarrant Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between DD3 Acquisition Corp. III, 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 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”, also referred to herein as the “Transfer Agent”).
15,000,000 Units DD3 ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • Blank checks • New York
DD3 Acquisition Corp. III, a Delaware corporation (the “Company”), hereby confirms its agreement with Morgan Stanley & Co. LLC (the “Representative”) and with the other underwriters named on Schedule A hereto, 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.
INDEMNITY AGREEMENTIndemnity Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between DD3 Acquisition Corp. III, a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among DD3 Acquisition Corp. III, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each such party, and each person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2, an “Investor” and collectively, the “Investors”).
DD3 Acquisition Corp. IIISubscription Agreement • March 15th, 2021 • DD3 Acquisition Corp. III • New York
We are pleased to accept the offer DD3 Sponsor Group III, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 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. III, a Delaware corporation (the “Company”), up to 562,500 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • Blank checks • New York
DD3 Acquisition Corp. III Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, MexicoUnderwriting Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DD3 Acquisition Corp. III, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as representative (the “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 comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 9, 2021 between DD3 Acquisition Corp. III, a Delaware corporation (the “Company”), and DD3 Capital Partners S.A. de C.V., a Mexican sociedad anónima de capital variable (the “Purchaser”).
DD3 Acquisition Corp. III Pedregal 24, 3rd Floor, Interior 300 Colonia Molino del Rey, Del. Miguel Hidalgo 11040 Mexico City, MexicoSponsorship Agreement • July 12th, 2021 • DD3 Acquisition Corp. III • 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. III (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 III, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company certain general and administrative services, including 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 Com
