Exhibit 10.12


 


FORWARD PURCHASE AGREEMENT


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”).


RECITALS


WHEREAS, the Company
was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses (a “Business Combination”);


WHEREAS, the Company
has confidentially submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration
statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of 10,000,000 units (or 11,500,000 units if the IPO over-allotment option (the “IPO Option”) is exercised in
full) (the “Public Units”), at a price of $10.00 per Public Unit, each Public Unit expected to be comprised
of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”, and the shares
of Common Stock included in the Public Units, the “Public Shares”), and one-half of one warrant, where each
whole warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment
(the “Warrants”);


WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


WHEREAS, in connection
with the IPO, the Company will undertake a private placement, that will close simultaneously with the IPO Closing, of units (the
“Private Placement Units”), each Private Placement Unit expected to be comprised of one share of Common Stock
and one-half of one Warrant;


WHEREAS, proceeds
from the IPO and the sale of the Private Placement Units in an aggregate amount equal to the gross proceeds from the IPO will be
deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as
described in the Registration Statement; and


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which the Purchaser shall subscribe for an aggregate of 2,500,000 shares of Common
Stock (the “Forward Purchase Shares”) for $10.00 per share (the “Forward Purchase Price”),
or an aggregate of $25,000,000, immediately prior to the closing of the Company’s initial Business Combination (the “Business
Combination Closing”).


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:




     


     


    

AGREEMENT


1.           Sale and Purchase.


(a)           Forward Purchase Shares.


(i)           The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company the Forward
Purchase Shares, in accordance with clause 1(a)(ii), for $10.00 per Forward Purchase Share, or an aggregate of $25,000,000.


(ii)          The Forward Purchase Shares shall be issued and sold by the Company and purchased by the Purchaser as follows:


(A)           At
least seven (7) days prior to any vote of the Company’s board of directors to approve a definitive agreement (a “Definitive
Agreement”) for a Business Combination with a specific target business (a “Target”), written notice
(the “Transaction Notification”) shall be delivered by the Company to the Purchaser (such date of delivery,
the “Notice Date”) of the Company’s intention to hold such a board vote. Such Transaction Notification
shall set forth the material terms and such other information as may be reasonably necessary for the Purchaser to evaluate the
terms of such Business Combination.


 


(B)           The
Purchaser shall have until five (5) days after the Notice Date (such date five (5) days after the Notice Date, the “Notification
Deadline”) to deliver written notice to the Company, which written notice shall state either (i) it desires to purchase
hereunder the Forward Purchase Shares (a “Purchase Notice”) or (ii) that it has decided not to purchase the
Forward Purchase Shares for any reason (an “Excusal Notice”).


 


(C)           If
the Purchaser fails to deliver either a Purchase Notice or an Excusal Notice by the Notification Deadline, the Purchaser shall
be excused from its obligation to purchase the Forward Purchase Shares in connection with a specific Business Combination. After
the Notification Deadline, the Company will no longer have any obligation to accept a Purchase Notice form the Purchaser or sell
the Forward Purchase Shares to the Purchaser with respect to a Business Combination with such Target and after the execution of
the Definitive Agreement, any rights of any party related to any change in the condition of the Target’s business will be
set forth in and controlled by the Definitive Agreement between the Company and the Target. Each Purchase Notice shall constitute
an irrevocable undertaking and agreement by the Purchaser to purchase the Forward Purchase Shares at the Forward Closing (as defined
below).


 



    2


     


    




(iii)           If
the Purchaser delivers a Purchase Notice as set forth in Section 1(a)(ii), the Company shall require the Purchaser to
purchase the Forward Purchase Shares by delivering notice to the Purchaser (the “Closing Notice”), at
least two (2) Business Days before the Business Combination Closing, specifying the date of the Business Combination Closing,
the aggregate Forward Purchase Price and instructions for wiring the Forward Purchase Price. The closing of the sale of
Forward Purchase Shares (the “Forward Closing”) shall be on the same date and immediately prior to the
Business Combination Closing (such date and time being referred to as the “Forward Closing Date”). At the
Forward Closing, the Company will issue to the Purchaser the Forward Purchase Shares, each registered in the name of the
Purchaser, against delivery of the Forward Purchase Price in cash via wire transfer of U.S. dollars in immediately available
funds to the account specified by the Company in the Closing Notice.


(iv)           The Purchaser acknowledges and understands that in order to receive information possessed by the Company related
to such Targets, the Purchaser will be required to enter into or be joined to confidentiality and nondisclosure agreements on customary
and reasonable terms with such Targets restricting the use and disclosure of such information, and that, under certain circumstances,
the Purchaser may come into possession of material, nonpublic information regarding a publicly traded company, including the Company.


(v)            For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday,
that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation
to close in the City of New York, New York.


(vi)           Each book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing
the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY.”


 


2.           Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company
as follows, as of the date hereof:


(a)           Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted
and as proposed to be conducted.



    3


     


    

(b)           Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the
Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii)
to the extent the indemnification provisions contained in the Registration Rights (as defined below) may be limited by
applicable federal or state securities laws.


(c)           Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the
Purchaser in connection with the consummation of the transactions contemplated by this Agreement.


(d)           Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement
and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default
(i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a
party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv)
under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of
federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have
a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


(e)           Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that
the Forward Purchase Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal
securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing
the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently
have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person
or to any third Person, with respect to any of the Forward Purchase Shares. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


(f)            Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the
Company’s proposed IPO, with the Company’s management.



    4


     


    

(g)           Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not
been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), by
reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.
The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares
indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such
registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to
register or qualify the Forward Purchase Shares, or any shares of Common Stock for which they may be exercised, for resale,
except as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an
exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and
may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration
Statement for its proposed IPO. The Purchaser understands that the offering of Forward Purchase Shares and transactions
contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on
the protection of Section 11 of the Securities Act.


(h)           No Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Shares,
and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Shares.


(i)           High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares
involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.


(j)           Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.


(k)           Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30)
of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)),
the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Forward Purchase Shares or any use of this Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Forward Purchase Shares, (ii) any foreign exchange restrictions applicable
to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Forward Purchase
Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Shares will
not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


(l)           No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders
or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or
(ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.




    5


     


    

(m)          Residence. The Purchaser’s principal place of business is the office or offices located at the address
of the Purchaser set forth on the signature page hereof.


(n)           Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with
respect to the treatment of non-public information relating to the Company.


(o)           Adequacy
of Financing. The Purchaser has available to it sufficient funds to satisfy
its obligations under this Agreement.


(p)           Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with EarlyBirdCapital,
Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO.


(q)            No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties
contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser
nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser
and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered
pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties
that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively,
the “Company Parties”).


3.           Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as
follows:


(a)           Organization and Corporate Power. The Company is a corporation duly incorporated and validly existing and
in good standing as a corporation under the laws of Delaware and has all requisite corporate power and authority to carry on its
business as presently conducted and as proposed to be conducted. As of the date hereof, the Company has no subsidiaries.


(b)           Capitalization. On the date hereof, the authorized share capital of the Company consists of:


(i)           100,000,000 shares of Common Stock, 2,875,000 of which are issued and outstanding; and


(ii)          1,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding.



    6


     


    

(c)           Authorization.
All corporate action required to be taken by the Company to authorize the Company to enter into this Agreement, and to issue
the Forward Purchase Shares at the Forward Closing, has been taken or will be taken prior to the Forward Closing. All
corporate action on the part of the Company necessary for the execution and delivery of this Agreement, the performance of
all obligations of the Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery
of the Forward Purchase Shares has been taken or will be taken prior to the Forward Closing. This Agreement, when executed
and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against
the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights may be limited by applicable federal or state securities laws.


(d)           Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with
the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable,
and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions
on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and
liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in
this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will
be issued in compliance with all applicable federal and state securities laws.


(e)           Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in this
Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation
of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, applicable
state securities laws, if any, and pursuant to the Registration Rights.


(f)            Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s
certificate of incorporation, as it may be amended from time to time (the “Charter”), or other governing documents
of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state
statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse
effect on the Company or its ability to consummate the transactions contemplated by this Agreement.



    7


     


    

(g)           Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company
will not conduct, any operations other than organizational activities and activities in connection with offerings of its securities.

(h)           No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has
either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii)
published any advertisement in connection with the offer and sale of the Forward Purchase Shares.


(i)           No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties
contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has
made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this
offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty.
Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and
in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon
any other representations or warranties that may have been made by the Purchaser Parties.


4.           Registration Rights.


(a)           Registration. The Company agrees that (i) it will use its commercially reasonable efforts to file with the
SEC (at the Company’s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing, a
registration statement (the “Forward Registration Statement”) registering the resale of the Forward Purchase
Shares (the “Registrable Securities”), (ii) it shall use its commercially reasonable efforts to have the Forward
Registration Statement declared effective as soon as practicable after the filing thereof, and (iii) thereafter it shall use its
commercially reasonable efforts to keep such Registration Statement effective and available for sales of the Registrable Securities
until the earlier of (A) such date as all of the Registrable Securities have been sold or otherwise transferred and (B) such date
as all of the Registrable Securities can be sold publicly without restriction or limitation under Rule 144 under the Securities
Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act; provided, however, that
the Company’s obligations to include the Registrable Securities in the Forward Registration Statement are contingent upon
the Purchaser furnishing in writing to the Company such information regarding the Purchaser, the securities of the Company held
by the Purchaser and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company
to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration
as the Company may reasonably request that are customary of a selling stockholder in similar situations.



    8


     


    

(b)           Indemnification.


(i)           The
Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless the Purchaser (to the
extent a seller under the Forward Registration Statement), the officers, directors, agents, partners, members, managers,
stockholders, affiliates, employees and investment advisers of the Purchaser, each person who controls the Purchaser (within
the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), and the officers, directors, partners, members, managers, stockholders, agents,
affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, that arise out of or are based upon (A) any untrue or alleged untrue statement of
a material fact contained in the Forward Registration Statement, any prospectus included in the Forward Registration
Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, or (B) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the
performance of its obligations under this Section 4, except to the extent, but only to the extent that such untrue
statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding the
Purchaser furnished in writing to the Company by the Purchaser expressly for use therein. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer
of the Registrable Securities by the Purchaser. The Company shall notify the Purchaser promptly of the institution, threat or
assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4 of
which the Company is aware.


(ii)          The Purchaser shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each
person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, arising out of or that are based upon any untrue or alleged untrue statement of a material
fact contained in the Forward Registration Statement, any prospectus included in the Forward Registration Statement, or any form
of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made)
not misleading to the extent, but only to the extent that such untrue statements or omissions are based solely upon information
regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein. In no event shall the liability
of the Purchaser be greater in amount than the dollar amount of the net proceeds received by the Purchaser upon the sale of the
Registrable Securities giving rise to such indemnification obligation.


(c)           Transfer. The rights, duties and obligations of the Purchaser under this Section 4 may be assigned
or delegated by the Purchaser in conjunction with and to the extent of any permitted transfer or assignment of Registrable Securities
by the Purchaser to any transferee or assignee pursuant to Section 9(f).



    9


     


    

5.           Additional Agreements and Acknowledgements of the Purchaser.

(a)           At-Risk Capital. In connection with the IPO Closing, the Purchaser shall enter into a purchase agreement
with the same terms as that entered into by DD3 Sponsor Group, LLC (the “Purchase Agreement”) pursuant to which
it will agree to purchase 32,000 Private Placement Units (or 35,000 if the IPO Option is exercised in full) at a price of $10.00
per Private Placement Unit ($320,000 in the aggregate, or $350,000 if the IPO Option is exercised in full) in a private placement
that will close simultaneously with the IPO Closing, and the Company will agree to issue and sell to the Purchaser such number
of Private Placement Units having the same terms as the Private Placement Units to be purchased by the Sponsor in connection with
the IPO Closing, as described in the Registration Statement. The number of Private Placement Units purchased by the Purchaser pursuant
to the Purchase Agreement will reduce the number of Private Placement Units purchased by the Sponsor by an equivalent amount so
that the Purchaser purchases a number of Private Placement Units equal to 10% of the total Private Placement Units purchased by
the Sponsor and the Purchaser in connection with the IPO Closing.. The Purchaser’s Private Placement Units will be subject
to certain transfer restrictions until the Business Combination Closing, on the same terms as the Private Placement Units purchased
by the Sponsor. In the event the Purchaser does not purchase the Forward Purchase Shares in connection with the Business Combination
Closing, the Purchaser shall promptly sell to the Sponsor all Private Placement Units purchased by the Purchaser at their original
purchase price of $10.00 per Private Placement Unit.


(b)           Founder Shares. At the Forward Closing, the Sponsor shall sell to the Purchaser a portion of the Founder Shares
owned by the Sponsor, pursuant to the terms of a Securities Purchase Agreement of even date herewith between the Sponsor and the
Purchaser. The Purchaser acknowledges and agrees that any such Founder Shares acquired by it shall be subject to the same lock
up, transfer restrictions and escrow arrangements as the Founder Shares owned by the Sponsor.


(c)           Indication of Interest. The Purchaser hereby indicates an interest in purchasing up to 9.9% of the Public
Units offered in the IPO for a maximum of $10,000,000. This indication of interest is not a binding agreement or commitment to
purchase and the Purchaser may elect not to purchase any Public Units in the IPO.


(d)           Right of First Refusal. The Company hereby grants the Purchaser a right of first refusal with respect to any
additional third-party equity financing required by the Company in connection with any Business Combination. The Company shall
notify the Purchaser of the principal terms of any proposed issuance of equity to one or more third parties (excluding the Target
or the equityholders of the Target) in connection with the Business Combination. If the Purchaser chooses to accept, the Purchaser
shall have five (5) Business Days from the date of such notice to enter into a definitive subscription agreement providing for
such financing. In the event the Purchaser does not elect to purchase such equity securities, the Company shall be free to sell
such equity securities to one or more third-party purchasers on the terms contained in such notice. Notwithstanding anything to
the contrary herein, the Purchaser shall irrevocably waive such right of first refusal, and such right of first refusal shall no
longer be applicable, if the Purchaser delivers an Excusal Notice, or if the Purchaser fails to deliver a Purchase Notice prior
to the Notification Deadline.




    10


     


    

(e)           Trust Account.


(i)           The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit
of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right,
title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result
of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any
Public Shares held by it.


(ii)          The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any
kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to,
or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if
any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company
under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account
and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser
may have in respect of any Public Shares held by it.


(f)            Voting. The Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, the Purchaser shall vote any shares of Common Stock owned
by it in favor of any proposed Business Combination.


(g)           No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf
or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the
Business Combination Closing. For purposes of this Section, “Short Sales” shall include, without limitation,
all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of
direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and
other transactions through non-U.S. broker dealers or foreign regulated brokers.


6.           Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the
Public Shares on the NASDAQ Capital Market (or another national securities exchange).


7.           Conditions for the Forward Closing.


(a)           The obligation of the Purchaser to purchase the Forward Purchase Shares at the Forward Closing under this Agreement
shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the
extent permitted by applicable laws, may be waived by the Purchaser:




    11


     


    

(i)             The Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase
Shares;


(ii)            The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a
Delaware corporation;


(iii)           The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been
true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same
effect as though such representations and warranties had been made on and as of such date (other than any such representation or
warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where
the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the
transactions contemplated by this Agreement;


(iv)           The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward
Closing; and


(v)            No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


(b)           The obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall
be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent
permitted by applicable laws, may be waived by the Company:


(i)             The Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase
Shares;


(ii)            The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been
true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same
effect as though such representations and warranties had been made on and as of such date (other than any such representation or
warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where
the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the
transactions contemplated by this Agreement;


(iii)           The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward
Closing; and




    12


     


    

(iv)          No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


8.           Termination. This Agreement may be terminated at any time prior to the Forward Closing:


(a)           by mutual written consent of the Company and the Purchaser;


(b)           automatically


(i)           if the IPO is not consummated on or prior to March 31, 2021;


(ii)          if the Business Combination is not consummated within 24 months from the IPO Closing, unless extended in accordance
with the Charter; or


(iii)        if the Sponsor or the Company becomes subject to any voluntary or involuntary petition under the United States federal
bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a
receiver, fiscal agent or similar officer is appointed by a court for business or property of the Sponsor or the Company, in each
case which is not removed, withdrawn or terminated within sixty (60) days after such appointment.


In the event of
any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price, if previously paid, and all Purchaser’s
funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become
null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors,
officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided,
however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out
of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this
Agreement.


9.           General Provisions.


(a)           Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent,
if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a
nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of
receipt. All communications sent to the Company shall be sent to: DD3 Acquisition Corp. II, Pedregal
24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 México City, México, Attention: Chief
Executive Officer, Email: martin.werner@dd3.mx, with a copy to the Company’s counsel at Greenberg Traurig, LLP, 333
S.E. 2nd Avenue, Miami, Florida 33131, Attention: Alan Annex, Email: annexa@gtlaw.com.



    13


     


    

All communications
to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such email address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


(b)           No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s
fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers,
employees or representatives are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.


(c)           Survival of Representations and Warranties. All of the representations and warranties contained herein shall
survive the Forward Closing.


(d)           Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered
pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its
subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written
or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


(e)           Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement
are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


(f)            Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.


(g)           Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original but all of which together will constitute one and the same instrument.


(h)           Headings. The section headings contained in this Agreement are inserted for convenience only and will not
affect in any way the meaning or interpretation of this Agreement.




    14


     


    

(i)           Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between
the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and
interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


(j)           Jurisdiction. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state
courts of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern
District of New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court.


(k)           WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY
LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


(l)           Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with
the prior written consent of the Company and the Purchaser.


(m)          Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability
of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator,
or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator,
or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such
that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.


(n)           Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection
with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby,
including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall
be responsible for the fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance
of the Forward Purchase Shares.



    15


     


    

(o)           Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question
of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision
of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended
and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular
form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance.
If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


(p)           Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


(q)           Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of
this Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law or equity.


(r)            Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements,
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


[Signature page follows]


 




    16


     


    

IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


	 	PURCHASER:
	 	 	 
	 	MG PARTNERS MULTI-STRATEGY FUND LP
	 	 	 
	 	By:	/s/ Daniel Valdez
	 	 	Name: 	Daniel Valdez
	 	 	Title:	Director
	 	 	 
	 	By:	/s/ Bernardo Guerra
	 	 	Name:	Bernardo Guerra
	 	 	Title:	Director
	 	 	 
	 	Address for Notices:
	 	 	 
	 	COMPANY:
	 	 	 
	 	DD3 ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Martin Werner
	 	 	Name:	Martin Werner
	 	 	Title:	Chief Executive Officer



 


Signature Page

To


Forward Purchase Agreement