Exhibit 10.7


 


DD3
Acquisition Corp. II


Pedregal
24, 3rd Floor, Interior 300


Colonia
Molino del Rey, Del. Miguel Hidalgo


11040
Mexico City, Mexico


 


[●],
2020


 


DD3
Sponsor Group, LLC


Pedregal
24, 3rd Floor, Interior 300


Colonia
Molino del Rey, Del. Miguel Hidalgo


11040
Mexico City, Mexico


 


Ladies
and Gentlemen:


 


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. II (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, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company
certain 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 Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing
monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest, cause
of action or claim of any kind (each, a “Claim”) in or to any monies that may be set aside in a trust
account (the “Trust Account”) to be established upon the consummation of the IPO for the benefit of
the public stockholders of the Company and hereby waives any Claim it may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever.


 


This
letter agreement 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.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee.


 


This
letter agreement constitutes 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.


 


[Signature
Page Follows]


 



     


     


    

 





	 	Very truly yours,
	 	 	 
	 	DD3 ACQUISITION CORP. II
	 	 	 
	 	By:
    	 
	 	 	Name: 	Martin Werner
	 	 	Title: 	Chief Executive Officer


 


AGREED
TO AND ACCEPTED BY:


 


DD3
SPONSOR GROUP, LLC


  


	By:
    	 	 
	 	Name: 	Jorge Combe	 
	 	Title:	Manager	 


 


 


[Signature Page to Administrative Services Agreement]