Exhibit 10.3


 


THIS
SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM,
SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


SECOND
AMENDED AND RESTATED PROMISSORY NOTE


 


	Principal
    Amount:  Up to $250,000	Dated
    as of June 30, 2021


 


WHEREAS,
on January 29, 2021, DD3 Acquisition Corp. III, a Delaware corporation (the “Maker”), issued that certain Promissory
Note (the “Original Note”) to DD3 Sponsor Group III, LLC, a Delaware limited liability company, or its registered
assigns or successors in interest (the “Payee”); and


 


WHEREAS,
Maker and Payee agreed to amend and restate the Original Note on June 24, 2021 (the “Amended Note”); and


 


WHEREAS,
Maker and Payee desire to amend and restate in its entirety the Amended Note on the terms and conditions provided in this Note.


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency
of which is expressly recognized by each of the parties hereto, the parties agree as follows:


 


Maker
hereby promises to pay to the order of Payee, or order, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), or such lesser
amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note, in lawful money of the United States of
America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of
immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written
notice in accordance with the provisions of this Note.


 


1. Principal.
The principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021 and (ii) the date on which Maker consummates
an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time.


 


2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


3.
Drawdown Requests. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) December 31,
2021 and (ii) the date on which Maker consummates the IPO, upon request from Maker to Payee (each, a “Drawdown
Request”). Payee shall fund each Drawdown Request within five (5) business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns collectively under this Note is Two Hundred Fifty Thousand Dollars ($250,000).
Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees,
payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


4.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of
any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any
late charges and finally to the reduction of the unpaid principal balance of this Note.


 






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5.
Events of Default. The following shall constitute an event of default (“Event of Default”):


 


(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days
of the date specified in Section 1 above.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become
due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in
an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days.


 


6.
Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all
other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of Payee.


 


7.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any
writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of
any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be
granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 






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9.
Notices.  All notices, statements or other documents which are required or contemplated by this Agreement shall be in
writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address
designated in writing by such party, (ii) by facsimile to the number most recently provided to such party or such other address or
fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party.  Any notice or
other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic mail, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.


 


11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


12.
Trust Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established
in which the proceeds of the IPO and the proceeds of the sale of the units issued in private placements to occur prior to the
consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed
with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.
Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the
written consent of the Maker and the Payee.


 


14.
Assignment.  No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party
hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void.





 


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IN
WITNESS WHEREOF, Maker and Payee, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	DD3 ACQUISITION CORP. III
	 	 	 
	 	By:	/s/ Martin Werner
	 	 	Name: Martin
    Werner
	 	 	Title:   Chief
    Executive Officer


 


Acknowledged
and Agreed:


 


DD3
Sponsor Group III, LLC 


 


	By:	/s/
    Jorge Combe	 
	 	Name:  Jorge
    Combe	 
	 	Title: Manager	 


 


 


 


[SIGNATURE
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