Exhibit 10.1


 


[●],
2021


 


DD3
Acquisition Corp. III


Pedregal
24, 3rd Floor, Interior 300


Colonia
Molino del Rey, Del. Miguel Hidalgo


11040
Mexico City, Mexico 


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between DD3 Acquisition Corp. III, a Delaware corporation (the “Company”), and Morgan
Stanley & Co. LLC, as representative (the “Representative”) of the several underwriters named
in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third
of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”).
Certain capitalized terms used herein are defined in paragraph 15 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the undersigned hereby agrees with the Company as follows:


 


1.
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Capital
Stock beneficially owned by him, her or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2.
(a) In the event that the Company fails to consummate a Business Combination within the time period (the “Completion
Period”) set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be
amended from time to time (the “Certificate of Incorporation”), the undersigned will, as promptly as
possible, cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible,
but not more than 10 business days thereafter, redeem 100% of the outstanding IPO Shares at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account not previously
released to the Company but net of taxes payable, divided by the number of then outstanding IPO Shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the
cases of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account
(“Claim”) with respect to the Founder Shares owned by the undersigned and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be
no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s
liquidation.


 


(c)
In the event of the liquidation of the Trust Account, the Sponsor agrees to indemnify and hold harmless the Company for any debts
and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or
contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not
reduce the amount of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply (i) if such
vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any kind it may have
in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). 


 






     


     


    

 


3.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders
from a financial point of view.


 


4.
Except as contemplated by that certain Forward Purchase Agreement, dated April 9, 2021, between the Company and DD3 Capital Partners,
S.A. de C.V. (“DD3 Capital”), during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, each of the undersigned shall not, without the prior written consent of the Representative,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of
or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)
promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock,
Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii)
publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 


5.
Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation
or other cash payment or fees of any kind, including finder’s, consulting fees and other similar fees, prior to, or for
services rendered in order to effectuate, the consummation of the Business Combination; provided that the Company shall be allowed
to make the payments set forth in the Registration Statement under the caption “Prospectus Summary – The Offering
– Limited payments to insiders.”


 


6.
(a) The undersigned agrees that he, she or it shall not Transfer any Founder Shares until the earlier of one year after the date
of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Company’s initial
Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates 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 shares of Common Stock for cash, securities or other property (the “Founder Shares
Lock-up Period”).


 


(b)
The undersigned agrees that he, she or it shall not Transfer any Private Warrants (or any shares of Common Stock underlying the
Private Warrants) until after the consummation of the Company’s initial Business Combination (the “Private Warrants
Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 6(a) and (b), Transfers of the Founder Shares, Private Warrants and the
shares of Common Stock underlying the Private Warrants that are held by the undersigned or any of his, her or its permitted transferees
(that have complied with this paragraph 6(c)), are permitted (i) among the Company’s 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 the Company’s initial Business Combination, (vii) in connection with the consummation of a Business Combination at a
price no greater than the price at which the shares or 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) where
the transferee agrees to be bound by the transfer restrictions and the other restrictions contained herein (including provisions
relating to voting, the Trust Account and liquidation distributions) and by the same agreements entered into by the undersigned
with respect to such securities.


 






    2


     


    

 


7.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 Units
within 45 days from the date of the prospectus which forms a part of the Registration Statement (and as further described in the
Registration Statement), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 562,500
multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased by the Underwriters upon
the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000. The forfeiture will be adjusted to
the extent that the over-allotment option is not exercised in full by the Underwriters so that the Company’s initial stockholders
will own an aggregate of 20% of the Company’s issued and outstanding shares of Capital Stock after the IPO (assuming the
initial stockholders do not purchase any Units in the IPO).


 


8.
(a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned, to
the extent the undersigned is an officer or director of the Company, hereby agrees that until the earliest of the Company’s
initial Business Combination, the Company’s liquidation or the time that the undersigned ceases to be an officer or director
of the Company, the undersigned shall present to the Company for its consideration, prior to presentation to any other entity, any
business opportunity suitable for the Company, subject to any pre-existing fiduciary or contractual obligations the undersigned
might have, provided that (x) such opportunity is expressly offered to the undersigned solely in his or her capacity as an officer
or director of the Company, (y) such opportunity is one the Company is legally and contractually permitted to undertake and would
otherwise be reasonable for the Company to pursue and (z) the undersigned is permitted to refer that opportunity to the Company
without violating any legal obligation.


 


(b)
The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in
the event of a breach of any of the obligations contained in this letter, (ii) monetary damages may not be an adequate remedy
for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that
such party may have in law or in equity, in the event of such breach.


 


9.
The undersigned agrees to be an officer and/or director of the Company, as applicable, until the earlier of the consummation
by the Company of a Business Combination, the liquidation of the Trust Account or his or her removal, death or incapacity. In
the event of the removal or resignation of the undersigned as an officer and/or director of the Company, as applicable, the undersigned
agrees that he or she will not, prior to the consummation of the Business Combination, without the prior express written consent
of the Company, (i) use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party
(unless required by law or governmental authority), any information regarding a potential target of the Company that is not generally
known by persons outside of the Company, the Sponsor, or their respective affiliates. The undersigned’s biographical information
previously furnished to the Company and the Representative, as applicable, is true and accurate in all respects and does not omit
any material information with respect to the undersigned’s background. The undersigned’s FINRA Questionnaire previously
furnished to the Company and the Representative is true and accurate in all respects. The undersigned represents and warrants
that:


 


	 	(a)	he/she/it
    has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it
    or any partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he/she/it was an executive officer at or within two years before the time of
    such filing;


 


	 	(b)	he/she/it
    has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property,
    or any such partnership;


 


	 	(c)	he/she/it
    has never been convicted of fraud in a civil or criminal proceeding;


 






    3


     


    

 


	 	(d)	he/she/it/
    has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic
    violations and minor offenses);


 


	 	(e)	he/she/it
    has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
    of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a futures
    commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
    merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an
    associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
    an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company,
    or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any
    type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security
    or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	he/she/it
    has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
    or state authority barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any activity
    described in paragraph 9(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	he/she/it
    has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or
    state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
    or vacated;


 


	 	(h)	he/she/it
    has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities
    law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	he/she/it
    has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or
    commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
    but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
    or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire
    fraud or fraud in connection with any business entity;


 


	 	(j)	he/she/it
    has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any
    self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that
    has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	he/she/it
    has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
    the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
    dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	he/she/it
    was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
    a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
    (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National
    Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
    or deceptive conduct;


 


	 	(m)	he/she/it
    has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such
    sale, restrained or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection
    with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out
    of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid
    solicitor of purchasers of securities;


 






    4


     


    

 


	 	(n)	he/she/it
    has never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section
    17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Investment
    Advisers Act of 1940, as amended (the “Advisers Act”), or any other rule or regulation thereunder;
    or (ii) Section 5 of the Securities Act;


 


	 	(o)	he/she/it
    has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC
    that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the
    subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	he/she/it
    has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary
    restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute
    a scheme or device for obtaining money or property through the mail by means of false representations;


 


	 	(q)	he/she/it
    is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
    a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
    (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures
    Trading Commission; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity
    regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;
    or (iii) engaging in savings association or credit union activities;


 


	 	(r)	he/she/it
    is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act or section 203(e) or
    203(f) of the Advisers Act that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
    securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes
    civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from participating
    in the offering of any penny stock; and


 


	 	(s)	he/she/it
    has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
    self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities
    association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


10.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this
letter agreement and to serve as a director and/or officer of the Company, as applicable.


 


11.
The undersigned hereby waives any right to exercise conversion rights with respect to any shares of Capital Stock owned or to
be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether acquired
before, in or after the IPO, and agrees not to seek conversion with respect to such shares in connection with any vote to approve
a Business Combination (or sell such shares to the Company in a tender offer in connection with such a Business Combination) or
any extension of the Completion Period or amendment to the Certificate of Incorporation prior thereto (although the undersigned
shall be entitled to conversion rights with respect to any IPO Shares he, she or it holds if the Company fails to consummate a
Business Combination within the Completion Period). 


 






    5


     


    

 


12.
The undersigned hereby agrees to not propose any amendment to the Certificate of Incorporation (A) to modify the substance or
timing of the Company’s obligations with respect to conversion rights as described in the Registration Statement or (B)
with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Company provides public stockholders with the opportunity to convert their IPO Shares upon the approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest not previously released to the Company but net of taxes payable, divided by the number of then outstanding IPO Shares.  


 


13.
In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the Sponsor agrees to advance such funds necessary to complete such liquidation and agrees not to
seek repayment for such expenses.


 


14.
This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim arising out of or relating in any
way to this letter agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such
exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


15.
As used herein, (i) a “Business Combination” means a merger, capital stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” means the Sponsor and all officers, directors and initial stockholders of the Company
immediately prior to the IPO; (iii) “Founder Shares” means all of the outstanding shares of Class B
common stock, par value $0.0001 per share, of the Company issued prior to the consummation of the IPO and shall be deemed to include
the shares of Common Stock issuable upon conversion thereof; (iv) “IPO Shares” means the shares of Common
Stock sold as part of the Units in the Company’s IPO; (v) “Capital Stock” means, collectively,
the Common Stock and the Founder Shares; (vi) “Private Warrants” means the warrants of the Company that
the Sponsor and DD3 Capital have agreed to purchase in a private placement simultaneously with the consummation of the IPO; (vii)
“Transfer” means the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or
increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); (viii) “Trust
Account” means the trust account into which a portion of the net proceeds of the IPO will be deposited; (ix) “Registration
Statement” means the Company’s registration statement on Form S-1 (File No. 333-254303) filed with the SEC
and (x) “Sponsor” means DD3 Sponsor Group III, LLC, a Delaware limited liability company.


 


16.
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This letter agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


 


17.
Each of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


18.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on each of the parties and their respective successors, heirs and assigns and permitted transferees.


 






    6


     


    

 


19.
Nothing in this letter agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this letter agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this letter agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns
and permitted transferees.


 


20.
This letter 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.


 


21.
This letter 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 letter 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
letter agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


22.
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.


 


23.
This letter agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided that paragraph 2(c) of this letter agreement shall survive such liquidation.


  


[Signature
Page Follows]


 






    7


     


    

 





	 	Sincerely,

                                                                                                      


DD3
Sponsor Group III, LLC



	 	 	 
	 	By:	               
	 	 	Name:  Jorge
    Combe
	 	 	Title:    Manager
	 	 	 
	 	 
	 	Martin
Werner
	 	 	 
	 	 
	 	Jorge
Combe
	 	 	 
	 	 
	 	Daniel
Salim
	 	 	 
	 	 
	 	Guillermo
Ortiz
	 	 	 
	 	 
	 	Pedro
Solís Cámara
	 	 	 
	 	 
	 	Daniel
Valdez
	 	 	 
	 	 
	 	Luis
Campos





 


 


[Signature Page to Letter Agreement]






     


     


    

 





	 	DD3
        CAPITAL PARTNERS, S.A. DE C.V.



	 	 	 
	 	By:	               
	 	 	Name:  Jorge
    Combe
	 	 	Title:    Partner









 


 


[Signature Page to Letter Agreement]






     


     


    

 


	Acknowledged and Agreed:


 


DD3 ACQUISITION CORP. III


 


	 
	By:	                	 
	 	Name:

        Title:
	Martin
Werner 
 Chief Executive Officer
	 


 


 


[Signature Page to Letter Agreement]