Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of [●], 2020 by and between DD3 Acquisition Corp. II (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-[●] (“Registration Statement”) for its initial public
offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS, EarlyBirdCapital,
Inc. is acting as the representative (the “Representative”) of the several underwriters in the IPO; and


 


WHEREAS, as described in
the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as the
same may be amended from time to time (the “Certificate of Incorporation”), $100,000,000 ($115,000,000 if the
over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of units will be
delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of the Company’s Class A common stock,
par value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be
delivered to the Trustee will be referred to herein as the “Property”; the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;


 


IT IS AGREED:


 


1.              Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)       Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;


 


(b)       Manage,
supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)       In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the
Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph
(d) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government
treasury obligations; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d)       Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)       Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)       Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 






     


     


    




 


(g)       Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed
by the Company to do so;


 


(h)       Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)       Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit
A, jointly acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided,
however, that in the event that a Termination Letter has not been received by the Trustee within the period of time (the “Last
Date”) provided in the Company’s Certificate of Incorporation, the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders
of record as of the Last Date; and


 


(j)       Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of
the Company by an authorized officer, distribute to Public Stockholders who exercised their conversion rights in connection with
an amendment to the Company’s Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligations
with respect to conversion rights as described in the Registration Statement or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial Business Combination (as defined below) activity (an “Amendment”)
an amount equal to the pro rata portion of the Property relating to the Common Stock for which such Public Stockholders have exercised
conversion rights in connection with such Amendment.


 


2.              Limited
Distributions of Income from Trust Account.


 


(a)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company.


 


(b)       The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except
as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) or 1(j) hereof.


 


3.             Agreements
and Covenants of the Company. The Company agrees and covenants to:


 


(a)       Give
all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. In addition,
except with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b)       Subject
to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any
and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any
claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 






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(c)       Pay
the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time.
It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee
shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection
with the consummation of a business combination (a “Business Combination”). The Company shall pay the Trustee
the initial acceptance fee and first annual fee at the consummation of the IPO and thereafter on the anniversary of the Effective
Date;


 


(d)       In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination;


 


(e)       In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the
Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)       If
the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form
of Exhibit C providing instructions for the distribution of funds to Public Stockholders who exercise their conversion rights
in connection with such Amendment; and


 


(g)       Provide
the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it
issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


4.             Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)       Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall
have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b)       Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of
any kind with respect to, any of the Property unless and until the Trustee shall have received instructions from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(c)       Change
the investment of any Property, other than in compliance with Section 1(c);


 


(d)       Refund
any depreciation in principal of any Property;


 


(e)       Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)       The
other parties hereto or to anyone else for any action taken or omitted by the Trustee, or any action suffered by the Trustee to
be taken or omitted, in good faith and in the exercise of the Trustee’s best judgment, except for the Trustee’s gross
negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report, or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to
the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 






    3


     


    

 


(g)       Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)       File
local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver
payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i)       Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)       Imply
obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; or


 


(k)       Verify
calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j), or
2(a) above.


 


5.             Trust
Account Waiver. The Trustee has 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. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee 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.


 


6.             Termination.
This Agreement shall terminate as follows:


 


(a)       If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)       At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 






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7.             Miscellaneous.


 


(a)       The
Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the
Trust Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability,
or expense resulting from any error in the information supplied to it or funds transferred based on such information.


 


(b)       This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.


 


(c)       This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(d)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a majority of
the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together
as a single class; provided that no such amendment will affect any Public Stockholder who has otherwise indicated his, her or its
election to convert his, her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement,
including a corresponding change to the Company’s Certificate of Incorporation), this Agreement or any provision hereof may
only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of the Representative. The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.


 


(e)       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by email or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock
Transfer & Trust Company 


1 State Street,
30th Floor 


New York, New
York 10004 


Attn: Francis
Wolf and Celeste Gonzalez 


Email: fwolf@continentalstock.com 


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


DD3 Acquisition
Corp. II 


Pedregal 24, 3rd
Floor, Interior 300 


Colonia Molino del
Rey, Del. Miguel Hidalgo 


11040 Mexico City,
Mexico 


Attn: Martin Werner 


Email: [●]


 


in either case with a copy
(which copy shall not constitute notice) to:


 


Greenberg
Traurig, P.A. 


333
S.E. 2nd Avenue 


Miami,
FL 33131 


Attn: Alan I. Annex,
Esq. 


Email: annexa@gtlaw.com


 






    5


     


    

 


and


 


EarlyBirdCapital,
Inc. 


366 Madison Avenue,
8th Floor 


New York, NY 10017 


Attn: Steven Levine 


Email: slevine@ebccap.com


 


and


 


Graubard Miller 


The Chrysler Building 


405 Lexington Avenue 


New York, New York
10174 


Attn: David Alan
Miller, Esq. 


Email: dmiller@graubard.com


 


(f)       This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)       Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)       Each
of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement.


 


[Signature Page Follows]





 






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IN WITNESS WHEREOF, the
parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    
	 	 	 
	 	DD3
    ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name:  Martin
    Werner
	 	 	Title:    Chief
    Executive Officer



 


 


[Signature Page to Investment Management Trust
Agreement]


 






    7


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(j)	 	 	Prevailing rates	 




  






    8


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf and Celeste
Gonzalez


 


Re: Trust Account –
Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2020 (“Trust Agreement”), this is to advise you that the
Company has entered into an agreement with [ ] (the “Target Business”) to consummate a business combination
with the Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at
least 72 hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination
(“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Trust Agreement.


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer
the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all
of the funds held in the trust operating account at JP Morgan Chase Bank, N.A. (the “Trust Operating Account”)
will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It
is acknowledged and agreed that while the funds are on deposit in the Trust Operating Account awaiting distribution, the Company
will not earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will
be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies that
the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written
instructions from the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including
payment of amounts owed to Public Stockholders who have properly exercised their conversion rights (“Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company,
the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following
the Consummation Date as set forth in such notice as soon thereafter as possible.




 






    A-1


     


    

 


	 	Very truly yours,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


 


AGREED
TO AND ACKNOWLEDGED BY: 


 





	EARLYBIRDCAPITAL, INC.	 
	 	 	 
	By:	                   	 
	Name:	 	 
	Title:	 	 








 






    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf and Celeste
Gonzalez


 


Re: Trust Account -
Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2020 (“Trust Agreement”), this is to advise you that the
Company has been unable to effect a Business Combination with a target business within the time frame specified in the Company’s
Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total
proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders.
The Company has selected [ , 20 ]1
as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the
liquidation proceeds. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s Certificate
of Incorporation. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 





	 	Very truly yours,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


  


cc: EarlyBirdCapital, Inc.


 


 





 



1
24 months from the closing of the IPO or a later date, if extended.


 









    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2020 (“Trust Agreement”), this is to inform you that in
connection with the stockholder vote to approve an Amendment to the Company’s Certificate of Incorporation, Public Stockholders
holding [____] shares of the Company’s Common Stock have properly requested conversion of such shares for their pro rata
portion of the Property held in the Trust Account. Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate such investments in the Trust Account on [ , 20
], as required to pay an aggregate of $[_________], or $[_________] per share, to the Public Stockholders that have properly requested
conversion of their shares of Common Stock for their pro rata portion of the Property held in Trust Account and to transfer the
total proceeds into the trust operating account at JP Morgan Chase Bank, N.A. to await distribution to such Public Stockholders.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Public Stockholders that have properly requested conversion of their shares of the Company’s Common Stock in accordance
with the terms of the Trust Agreement and the Company’s Certificate of Incorporation.


 


	 	Very truly yours,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By:	                   
	 	 	Name:	 
	 	 	Title:	 





 


cc: EarlyBirdCapital, Inc.


 









    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 2(a)
of the Investment Management Trust Agreement between DD3 Acquisition Corp. II (“Company”) and Continental Stock
Transfer & Trust Company, dated as of _________, 2020 (“Trust Agreement”), the Company hereby requests that
you deliver to the Company $[____] of the interest income earned on the Property as of the date hereof. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


The Company needs such
funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 	 
	 	DD3 Acquisition Corp. II
	 	 	 
	 	By:	                   
	 	 	Name:	 
	 	 	Title:	 





 


cc: EarlyBirdCapital, Inc.


 






    D-1