Exhibit 4.1


 


WARRANT AGREEMENT


 


This
agreement (“Agreement”) is made as of December 7, 2020 between DD3 Acquisition Corp. II, 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 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”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 12,650,000 units (including up to 1,650,000
units subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised
of one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half
of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share,
subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 6,325,000 warrants (including
up to 825,000 warrants subject to the Over-allotment Option) (the “Public Warrants”) to the public investors
in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-250212 (“Registration Statement”), and a prospectus (the “Prospectus”)
for the registration, under the Securities Act of 1933, as amended (“Act”), of the Public Units, the Public
Warrants and the Common Stock included in the Public Units; and


 


WHEREAS,
the Company has received binding commitments from DD3 Sponsor Group, LLC (the “Sponsor”) and certain other investors
to purchase up to an aggregate of 373,000 units (including up to 33,000 units subject to the Over-allotment Option) (“Private
Units”) which will include up to an aggregate of 186,500 warrants (including up to 16,500 warrants subject to the Over-allotment
Option) (the “Private Warrants”) bearing the legend set forth in Exhibit B hereto, in a private placement transaction
to occur simultaneously with the consummation of the Public Offering; and


 


WHEREAS,
the Company may issue up to an additional 150,000 units (“Working Capital Units” and together with the Public
Units and the Private Units, the “Units”) which will include up to an additional 75,000 warrants (“Working
Capital Warrants”) in satisfaction of certain working capital loans the Sponsor or the Company’s officers, directors,
initial stockholders (as defined in the Prospectus) or their affiliates may, but are not obligated to, make to the Company; and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants”
and together with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection
with, or following the consummation by the Company of, a Business Combination (defined below); and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.             Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2.             Warrants.


 


2.1.          Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company
and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2.          Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the
facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors
of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated
Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3.          Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4.          Registration.


 


2.4.1.       Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.4.2.       Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5.          Detachability
of Warrants. The securities comprising the Public Units will not be separately transferable until the 90th day following the
date of the Prospectus or, if such 90th day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in
New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier with the consent of EarlyBirdCapital, Inc. (the “Representative”),
but in no event will the Representative allow separate trading of the securities comprising the Public Units until (i) the
Company has filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the underwriters’
over-allotment option in the Public Offering (the “Over-allotment Option”), if the Over-allotment Option is
exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such
separate trading shall begin (the “Detachment Date”); provided that no fractional Warrants will be issued upon
separation of the Units and only whole Warrants will trade.


 


2.6.          Private
Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the same
form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised for cash or
on a cashless basis at the holder’s option, in either case as long as they are held by the initial purchasers or their Permitted
Transferees (as prescribed in Section 5.6 hereof). Once a Private Warrant or Working Capital Warrant is transferred to a holder
other than an affiliate or Permitted Transferee, it shall be treated as a Public Warrant hereunder for all purposes.


 






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2.7.          Post
IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants
except as may be agreed upon by the Company.


 


3.             Terms
and Exercise of Warrants.


 


3.1.          Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants),
entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers
to the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in
its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not
less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior
written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied
consistently to all of the Warrants.


 


3.2.          Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after the consummation by
the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the
Registration Statement) or 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time
on the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as
provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”).
The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter
be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth
in Section 6 hereunder), as applicable, each Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the
Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided,
however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered
holders and, provided further that any such extension shall be applied consistently to all of the Warrants.


 


3.3.          Exercise
of Warrants.


 


3.3.1.       Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised
by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed,
and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock
and the issuance of such shares of Common Stock, as follows:


 


(a)
in lawful money of the United States, by good certified check or wire payable to the Warrant Agent; or


 


(b)
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by
(y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean
the average reported last sale price of the Common Stock for the five (5) trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 






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(c)
with respect to any Private Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital Warrants
are held by the initial purchasers or their Permitted Transferees, by surrendering such Private Warrants or Working Capital Warrants
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair
Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the
Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair
Market Value” shall mean the average reported last sale price of the Common Stock for the five (5) trading days ending
on the third trading day prior to the date of exercise; or


 


(d)
in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business
Days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market
Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than
the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average
reported last sale price of the Common Stock for the five (5) trading days ending on the trading day prior to the date of
exercise.


 


3.3.2.       Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates,
or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant,
or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing,
in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and
the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable
upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant
may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the
full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by,
or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 


3.3.3.       Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.


 


3.3.4.       Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book
entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close
of business on the next succeeding date on which the share transfer books or book entry system are open.


 






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3.3.5       Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own
in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current
report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not
be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.             Adjustments.


 


4.1.          Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common
Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of
Common Stock.


 


4.2.          Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3.          Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital
stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market
value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect
of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived
their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend
for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash
distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Common
Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50
per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived
their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or
to the number of shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate
cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders
of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s
Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection
with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination.
Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend
of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period
ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after
the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of
all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50
(the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period
prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s
initial Business Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000
of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant
Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than
$0.50 per share.


 






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4.4.          Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which
shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.5.          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the
Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event. If any reclassification also results in a change in the Common Stock covered by Section 4.1, 4.2 or 4.3, then
such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In
no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 


4.6.          Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional
shares of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with
such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in
the case of any such issuance to the Sponsor, the initial stockholders or their affiliates, without taking into account any shares
of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), issued
prior to the Public Offering and held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the
“Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of
such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the
exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value
or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal
to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market
Value” shall mean the volume weighted average trading price of the Common Stock during the twenty (20) trading day period
starting on the trading day prior to the date of the consummation of the Business Combination.


 






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4.7.          Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice
to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8.          No
Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


4.9.          Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10.        Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of
such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


 


4.11.
       No Adjustment. For the avoidance of doubt, no adjustment shall be made to the
terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Class B Common Stock into shares of Common
Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to the Company’s
Amended and Restated Certificate of Incorporation, as further amended from time to time.


 


5.             Transfer
and Exchange of Warrants.


 


5.1.          Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2.          Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must
also bear a restrictive legend.


 






    7 


     


    

 


5.3.          Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4.          Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.          Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6.          Private
Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital
Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the
initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or
their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the
holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary
of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by
virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to
the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection
with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased,
(viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in
the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to
exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or
with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent
shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”)
or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this
Agreement and any other applicable agreement the transferor is bound by.


 


5.7.          Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of
such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer
of Warrants on or after the Detachment Date.


 


6.           Redemption.


 


6.1.          Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at
the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock
equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger
Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the
Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided
that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and
a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and
when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of
shares of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state
blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2.          Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to
redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall
be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date
to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered
holder received such notice.


 






    8 


     


    

 


6.3.          Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public
Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption
will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants,
including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants
shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4.          Exclusion
of Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to (i) the
Private Warrants and Working Capital Warrants if at the time of the redemption such Private Warrants or Working Capital Warrants
continue to be held by the initial purchasers or their Permitted Transferees or (ii) Post IPO Warrants if such warrants provide
that they are non-redeemable by the Company. However, with respect to the Private Warrants or Working Capital Warrants,
once such Private Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 5.6),
the Company may redeem the Private Warrants and Working Capital Warrants in the same manner as the Public Warrants.


 


7.           Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1.          No
Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


7.2.          Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.          Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 


7.4.          Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act, of the shares
of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to
register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where
holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption
is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any
such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d).
The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with
securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4
is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely
tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act)
of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and
until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its
registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified,
amended, or deleted without the prior written consent of EarlyBirdCapital.


 






    9 


     


    

 


8.           Concerning
the Warrant Agent and Other Matters.


 


8.1.        Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2.        Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1.       Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2.       Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any
such appointment.


 


8.2.3.       Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3.        Fees
and Expenses of Warrant Agent.


 


8.3.1.       Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2.       Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 






    10 


     


    

 


8.4.        Liability
of Warrant Agent.


 


8.4.1.       Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer,
President, Secretary or Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent
may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2.       Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant
Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3.       Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5.          Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common
Stock through the exercise of Warrants.


 


9.           Miscellaneous
Provisions.


 


9.1.          Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2.          Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


DD3 Acquisition Corp.
II





Pedregal 24, 3rd
Floor, Interior 300





Colonia Molino del
Rey, Del. Miguel Hidalgo





11040 Mexico City,
Mexico





Attn: Martin Werner


 


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant
Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Warrant Agent with the Company), as follows:


 


Continental Stock
Transfer & Trust Company





1 State Street, 30th
Floor





New York, New York
10004





Attn: Compliance
Department


 






    11 


     


    

 


with a copy in
each case to:


 


Greenberg Traurig,
P.A.





333 S.E. 2nd Avenue





Miami, FL 33131





Attn: Alan I. Annex,
Esq.


 


and


 


Graubard Miller





The Chrysler Building





405 Lexington Avenue





New York, New York
10174





Attn: David Alan
Miller, Esq.


 


and


 


EarlyBirdCapital,
Inc.





366 Madison Avenue,
8th Floor





New York, NY 10017





Attn: Steven Levine


 


9.3.          Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by 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. Subject to applicable law, the Company hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Act, shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding
or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability
or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are
the sole and exclusive forum.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the
Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be
deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York
or the United States District Court for the Southern District of New York in connection with any action brought in any such court
to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant
holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such
warrant holder.


 


9.4.          Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and EarlyBirdCapital with respect to Sections
7.4, 9.4, 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 






    12 


     


    

 


9.5.          Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.          Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.          Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 


9.8.          Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing
any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein
or (ii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All
other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall
require the written consent or vote of the registered holders of at least 50% of the then outstanding Public Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2, respectively, without the consent of the registered holders. The provisions of this Section 9.8 may not be modified, amended
or deleted without the prior written consent of EarlyBirdCapital.


 


9.9.          Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account
established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any
circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will
pursue such claim solely against the Company and not against the property held in the Trust Account.


 


9.10.        Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A – Form of Warrant Certificate


 


Exhibit B – Legend


 


 


 


[Signature Page
Follows]


 




    13 


     


    


 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	DD3
    ACQUISITION CORP. II
	 	 	 
		By:	/s/
        Martin Werner  

	 	 	Name:  Martin
    Werner
	 	 	Title:    Chief
    Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER
 & TRUST COMPANY, as Warrant Agent
	 	 	 
		By: 	/s/
Stacy Aqui  

	 	 	Name:  Stacy
    Aqui
	 	 	Title:    Vice
    President



 





[Signature Page to Warrant Agreement]


 



     


     


    


 


EXHIBIT A


 


Form
of Warrant Certificate


 


[See attached]


 




     


     


    


	
        NUMBER

         

        ________-

         
	 	
        (SEE REVERSE SIDE FOR LEGEND)

         

        THIS WARRANT WILL BE VOID IF NOT EXERCISED
        PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)

          
	 	WARRANTS


DD3
ACQUISITION CORP. II





 


CUSIP
[●]


 


WARRANT


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a warrant
or warrants (the “Warrant(s)”) of DD3 Acquisition Corp. II, a Delaware corporation (the “Company”),
expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger,
capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable
share of Class A common stock, par value $0.0001 per share (“Shares”), of the Company for each whole Warrant
evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the
later of (a) 30 days after the Company’s completion of an initial Business Combination, and (b) 12 months from the closing
of the Company’s initial public offering, such number of Shares of the Company at the Warrant Price (as defined below), upon
surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer &
Trust Company (the “Warrant Agent”), but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to net
cash settle any warrant exercise. The term “Warrant Price” as used in this Warrant Certificate refers to the
price per Share at which Shares may be purchased at the time the Warrant is exercised. The initial Warrant Price per Share is equal
to $11.50 per share. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption
Trigger Price (as defined below) and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to
certain conditions, be adjusted.





No fraction of a
Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share
upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares
to be issued to such holder.





Upon any exercise
of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant
has not been exercised.





Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered holder in person or by attorney duly authorized
in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a
like number of Warrants.





Upon due presentment
for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
any applicable tax or other governmental charge.





The Company and
the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.





This Warrant does
not entitle the registered holder to any of the rights of a stockholder of the Company.





The Company reserves
the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of the
Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price
of the Shares has been at least $18.00 per share (the “Redemption Trigger Price”) on each of 20 trading days
within any 30 trading day period (the “30-day trading period”) ending on the third business day prior to the
date on which notice of such call is given and if, and only if, there is a current registration statement in effect with respect
to the Shares underlying the Warrants commencing five business days prior to the 30-day trading period and continuing each day
thereafter until the date of redemption. The call price of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised
or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company
and have no further value except for the $0.01 call price.


 





	By	 	 	 	 
	 	 	 	 	 
	 	Chief Executive Officer	 	 Chief
Financial Officer	 



  




     


     


    


 


SUBSCRIPTION FORM


To Be Executed by the Registered Holder
in Order to Exercise Warrants


 


The undersigned Registered Holder irrevocably
elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the Class A Common Stock
issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 


	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER)
	and
    be delivered to	 
	 	(PLEASE
    PRINT OR TYPE NAME AND ADDRESS)








  


 



and, if such number of Warrants shall not
be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the Registered Holder at the address stated below:


 





	Dated:	 	 	 	 
	 		 	(SIGNATURE)	 
	 	 	 	 	 
	 	 	 	(ADDRESS)	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	(TAX
    IDENTIFICATION NUMBER)	 


 


ASSIGNMENT





To Be Executed by the Registered Holder
in Order to Assign Warrants


 


For Value Received, _______________________ hereby sells, assigns
and transfers unto


 





	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER)
	and
    be delivered to	 
	 	(PLEASE
    PRINT OR TYPE NAME AND ADDRESS)


 


______________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints _________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.


 





	Dated:	 	 	 	 
	 		 	(SIGNATURE)	 


 


The
signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate
in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or
trust company or a member firm of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago Stock
Exchange.


 




     


     


    


 


EXHIBIT
B


 


LEGEND


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION,
SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG DD3 ACQUISITION CORP. II (THE
“COMPANY”), DD3 Sponsor Group, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD
OR TRANSFERRED PRIOR TO THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3.2 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED HEREBY AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO
REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”