Exhibit
10.6


 


December
7, 2020


 


DD3
Acquisition Corp. II


Pedregal
24, 3rd Floor, Interior 300


Colonia
Molino del Rey, Del. Miguel Hidalgo


11040
Mexico City, Mexico


 


Ladies
and Gentlemen:


 


DD3
Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a 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”), intends to register its securities under the Securities
Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The
Company currently anticipates selling units in the IPO, each comprised of one share of Class A common stock, par value $0.0001
per share, of the Company (“Common Stock”) and one-half of one warrant (“Warrant”), each whole Warrant
to purchase one share of Common Stock.


 


The
undersigned hereby commits to purchase an aggregate of 272,000 units of the Company (“Initial Units”) at $10.00 per
Initial Unit for an aggregate purchase price of $2,720,000 (the “Initial Purchase Price”). Additionally, if the underwriters
in the IPO (“Underwriters”) exercise their over-allotment option in full or part, the undersigned further commits
to purchase up to an additional 26,400 Units (“Additional Units” and together with the Initial Units, the “Private
Units”) at $10.00 per Additional Unit, for an aggregate purchase price of up to $264,000 (the “Over-Allotment Purchase
Price” and together with the Initial Purchase Price, the “Purchase Price”)). The Private Units and underlying
private warrants (“Private Warrants”) will be identical to the units and warrants to be sold in the IPO except as
described in the Company’s registration statement filed in connection with the IPO (“Registration Statement”).


 


On
the date of the closing of the IPO (the “IPO Closing Date”), the Company shall issue and sell to the undersigned,
and the undersigned shall purchase from the Company, the Initial Units for the Initial Purchase Price. At least one (1) business
day prior to the date the Registration Statement is declared effective, the undersigned will cause the Purchase Price to be delivered
by wire transfer of immediately available funds to the accounts designated by the Company, including to the trust account at a
financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”), in accordance with the Company’s wiring instructions. On the IPO Closing Date, the Initial
Purchase Price shall be released to the Company and the Company shall effect delivery of the Initial Units to the undersigned
in book-entry form.


 


On
the date of the closing of the over-allotment option, if any, in connection with the IPO (each such date, an “Over-Allotment
Closing Date,” and each Over-Allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the
Over-Allotment Purchase Price shall be released to the Company and the Company shall issue and sell to the undersigned, and the
undersigned shall purchase from the Company, the Additional Units (or, to the extent the over-allotment option is not exercised
in full, a lesser number of Additional Units in proportion to portion of the over-allotment option that is exercised). On each
Over-Allotment Closing Date, if any, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall
effect delivery of the Additional Units to the undersigned in book-entry form. 


 


The
Private Units and underlying Private Warrants will be identical to the units and warrants to be sold by the Company in the IPO,
except that:


 


		●	the
                                         undersigned agrees to vote the shares of Common Stock included in the Private Units (“Private
                                         Shares”) in favor of any proposed Business Combination;



 


		●	the
                                         Private Warrants included in the Private Units (i) will not be redeemable by the Company
                                         and (ii) may be exercised for cash or on a cashless basis, as described in the Registration
                                         Statement, in each case so long as they are held by the undersigned or any of its permitted
                                         transferees;



 






    


     


    

 


		●	the
                                         undersigned agrees not to seek conversion, or seek to sell such shares in any tender
                                         offer, in connection with any proposed Business Combination with respect to the Private
                                         Shares;



 


		●	the
                                         Private Units and underlying securities will not be transferable by the undersigned until
                                         the consummation of a Business Combination (subject to certain exceptions as described
                                         in the Registration Statement and set forth in the warrant agreement governing the Private
                                         Warrants (the “Warrant Agreement”));



 


		●	the
                                         Private Units and underlying securities will be subject to customary registration rights,
                                         pursuant to a registration rights agreement on terms agreed upon by the Company and the
                                         Underwriters to be filed as an exhibit to the Registration Statement (the “Registration
                                         Rights Agreement”);



 


		●	the
                                         undersigned will not participate in any liquidation distribution with respect to the
                                         Private Units or the underlying securities (but will participate in liquidation distributions
                                         with respect to any units or shares of Common Stock purchased by the undersigned in the
                                         IPO or in the open market after the IPO) if the Company fails to consummate a Business
                                         Combination; and



 


		●	the
                                         Private Units and the underlying securities will include any additional terms or restrictions
                                         as is customary in other similarly structured blank check company offerings or as may
                                         be reasonably required by the Underwriters in order to consummate the IPO, which terms
                                         or restrictions will be described in the Registration Statement.



 


The
undersigned acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature
necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable
to the undersigned, including but not limited to (i) an insider letter and (ii) the Registration Rights Agreement.


 


The
undersigned hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date)
that:


 


		(a)	it
                                         has been advised that the Private Units, including the Private Shares and the Private
                                         Warrants included in the Private Units, and, upon exercise of the Private Warrants, the
                                         shares of Common Stock issuable upon such exercise (collectively, the “Securities”),
                                         have not been registered under the Securities Act;



 


		(b)	it
                                         is acquiring the Securities for its own account, for investment purposes only and not
                                         with a view towards, or for resale in connection with, any public sale or distribution
                                         thereof;



 


		(c)	it
                                         understands that the Securities are being offered and will be sold to it in reliance
                                         on specific exemptions from the registration requirements of the United States federal
                                         and state securities laws and that the Company is relying upon the truth and accuracy
                                         of, and the undersigned’s compliance with, the representations and warranties of
                                         the undersigned set forth herein in order to determine the availability of such exemptions
                                         and the eligibility of the undersigned to acquire such Securities;



 


		(d)	it
                                         is an “accredited investor” as defined by Rule 501(a)(3) of Regulation D
                                         promulgated under the Securities Act, and it has not experienced a disqualifying event
                                         as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. The undersigned
                                         did not decide to enter into this letter agreement as a result of any general solicitation
                                         or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities
                                         Act;



 






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		(e)	it
                                         has been furnished with all materials relating to the business, finances and operations
                                         of the Company and materials relating to the offer and sale of the Securities which have
                                         been requested by the undersigned. The undersigned has been afforded the opportunity
                                         to ask questions of the executive officers and directors of the Company. The undersigned
                                         understands that its investment in the Securities involves a high degree of risk and
                                         it has sought such accounting, legal and tax advice as it has considered necessary to
                                         make an informed investment decision with respect to the acquisition of the Securities;



 


		(f)	it
                                         understands that no United States federal or state agency or any other government or
                                         governmental agency has passed on or made any recommendation or endorsement of the Securities
                                         or the fairness or suitability of the investment in the Securities by the undersigned
                                         nor have such authorities passed upon or endorsed the merits of the offering of the Securities;



 


		(g)	it
                                         understands that: (A) the Securities have not been and are not being registered under
                                         the Securities Act or any state securities laws, and may not be offered for sale, sold,
                                         assigned or transferred unless (1) subsequently registered thereunder or (2) sold in
                                         reliance on an exemption therefrom; and (B) except as specifically set forth in the Registration
                                         Rights Agreement, neither the Company nor any other person is under any obligation to
                                         register the Securities under the Securities Act or any state securities laws or to comply
                                         with the terms and conditions of any exemption thereunder. In this regard, the undersigned
                                         understands that the U.S. Securities and Exchange Commission has taken the position that
                                         promoters or affiliates of a blank check company and their transferees, both before and
                                         after an initial Business Combination, are deemed to be “underwriters” under
                                         the Securities Act when reselling the securities of a blank check company. Based on that
                                         position, Rule 144 adopted pursuant to the Securities Act would not be available for
                                         resale transactions of the Securities despite technical compliance with the requirements
                                         of such Rule, and the Securities can be resold only through a registered offering or
                                         in reliance upon another exemption from the registration requirements of the Securities
                                         Act;



 


		(h)	it
                                         has such knowledge and experience in financial and business matters, knowledge of the
                                         high degree of risk associated with investments in the securities of companies in the
                                         development stage such as the Company, is capable of evaluating the merits and risks
                                         of an investment in the Securities and is able to bear the economic risk of an investment
                                         in the Securities in the amount contemplated hereunder for an indefinite period of time.
                                         The undersigned has adequate means of providing for its current financial needs and contingencies
                                         and will have no current or anticipated future needs for liquidity which would be jeopardized
                                         by the investment in the Securities. The undersigned can afford a complete loss of its
                                         investments in the Securities;



 


		(i)	it
                                         understands that the Private Units and the Private Shares included in the Private Units
                                         shall bear the legend substantially in the form of the following and be subject to appropriate
                                         “stop transfer restrictions”:



 


“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 BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN ITS AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION) EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 






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SECURITIES
EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”;


 


		(j)	it
                                         understands that the Private Warrants shall bear the legend substantially in the form
                                         set forth in the Warrant Agreement and be subject to appropriate “stop transfer
                                         restrictions”;



 


		(k)	it
                                         has full power, authority and legal capacity to execute and deliver this letter agreement
                                         and any documents contemplated herein or needed to consummate the transactions contemplated
                                         in this letter agreement;



 


		(l)	this
                                         letter agreement constitutes a legal, valid and binding obligation of the undersigned,
                                         enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
                                         conveyance, reorganization, moratorium and other laws of general applicability relating
                                         to or affecting creditors’ rights and to general equitable principles (whether
                                         considered in a proceeding in equity or law); and



 


		(m)	the
execution and delivery by the undersigned of this letter agreement and the fulfillment of and compliance with the terms hereof
by the undersigned do not and shall not as of each Closing Date (a) conflict with or result in a breach by the undersigned of
the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the undersigned’s equity or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the undersigned’s organizational documents in effect on the date hereof or as may be amended
prior to completion of the contemplated IPO, or any material law, statute, rule or regulation to which the undersigned is subject,
or any agreement, instrument, order, judgment or decree to which the undersigned is subject, except for any filings required after
the date hereof under federal or state securities laws.



 


All
of the representations and warranties contained herein shall survive each Closing Date. Except as otherwise expressly provided
herein, all covenants and agreements contained in this letter agreement by or on behalf of any of the parties hereto shall bind
and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing
or anything to the contrary herein, the parties may not assign this letter agreement, other than assignments by the undersigned
to affiliates thereof (including, without limitation one or more of its members). This letter agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


Whenever
possible, each provision of letter agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this letter agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this letter agreement.
This letter agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of
more than one party, but all such counterparts taken together shall constitute one and the same agreement.


 


Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter 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 or electronic transmission.


 


This
letter agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the laws of another jurisdiction.


 






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This
letter agreement may be terminated by the Company or the undersigned at any time after February 28, 2021 upon written notice to
the other party hereto if the closing of the IPO does not occur prior to such date.


 


[Signature
Page Follows]


 




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	 	Very truly yours,
	 	 
	 	DD3 SPONSOR GROUP, LLC
	 	 
	 	By:	/s/
    Jorge Combe
	 	 	Name:  Jorge
    Combe
	 	 	Title:    Manager



 

	Accepted and Agreed:	 
	 	 
	DD3 ACQUISITION CORP. II	 
	 	 
	By:	/s/
    Martin Werner	 
	 	Name:  Martin
    Werner	 
	 	Title:    Chief
    Executive Officer	 


 


[Signature
Page to Subscription Agreement for Private Units]