Exhibit 10.10


 


FORWARD
PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of April 9, 2021 between DD3 Acquisition Corp. III,
a Delaware corporation (the “Company”), and DD3 Capital Partners S.A. de C.V., a Mexican sociedad anónima
de capital variable (the “Purchaser”).


 


RECITALS


 


WHEREAS,
the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses (a “Business Combination”);


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form
S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 15,000,000 units
(or 17,250,000 units if the IPO over-allotment option (the “IPO Option”) is exercised in full) (the “Public
Units”), at a price of $10.00 per Public Unit, each Public Unit expected to be comprised of one share of the Company’s
Class A common stock, par value $0.0001 per share (“Class A Common Stock,” and the shares of Class A Common Stock
included in the Public Units, the “Public Shares”), and one-third of one warrant, where each whole warrant is exercisable
to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”);


 


WHEREAS,
following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination;


 


WHEREAS,
in connection with the IPO, the Company will undertake a private placement, that will close simultaneously with the IPO Closing, of Warrants
(the “Private Placement Warrants”);


 


WHEREAS,
proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO
will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement; and


 


WHEREAS,
the parties wish to enter into this Agreement, pursuant to which the Purchaser shall subscribe for an aggregate of 5,000,000 shares of
Class A Common Stock (the “Forward Purchase Shares”) for $10.00 per share (the “Forward Purchase Price”),
or an aggregate of $50,000,000, immediately prior to the closing of the Company’s initial Business Combination (the “Business
Combination Closing”).


 






     


     

    

 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


AGREEMENT


 


1.
Sale and Purchase.


 


(a)
Forward Purchase Shares.


 


(i) The
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company the Forward Purchase Shares, in accordance
with clause 1(a)(ii), for $10.00 per Forward Purchase Share, or an aggregate of $50,000,000.


 


(ii) The
Forward Purchase Shares shall be issued and sold by the Company and purchased by the Purchaser as follows:


 


(A)
At least seven (7) days prior to any vote of the Company’s board of directors to approve a definitive agreement (a “Definitive
Agreement”) for a Business Combination with a specific target business (a “Target”), written notice (the
“Transaction Notification”) shall be delivered by the Company to the Purchaser (such date of delivery, the “Notice
Date”) of the Company’s intention to hold such a board vote. Such Transaction Notification shall set forth the material
terms and such other information as may be reasonably necessary for the Purchaser to evaluate the terms of such Business Combination.


 


(B)
The Purchaser shall have until five (5) days after the Notice Date (such date five (5) days after the Notice Date, the
“Notification Deadline”) to deliver written notice to the Company, which written notice shall state either (i) it
desires to purchase hereunder the Forward Purchase Shares (a “Purchase Notice”) or (ii) that it has decided not
to purchase the Forward Purchase Shares for any reason (an “Excusal Notice”).


 


(C) If
the Purchaser fails to deliver either a Purchase Notice or an Excusal Notice by the Notification Deadline, the Purchaser shall be excused
from its obligation to purchase the Forward Purchase Shares in connection with a specific Business Combination. After the Notification
Deadline, the Company will no longer have any obligation to accept a Purchase Notice form the Purchaser or sell the Forward Purchase
Shares to the Purchaser with respect to a Business Combination with such Target and after the execution of the Definitive Agreement,
any rights of any party related to any change in the condition of the Target’s business will be set forth in and controlled by
the Definitive Agreement between the Company and the Target. Each Purchase Notice shall constitute an irrevocable undertaking and agreement
by the Purchaser to purchase the Forward Purchase Shares at the Forward Closing (as defined below).


 




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(iii) If
the Purchaser delivers a Purchase Notice as set forth in Section 1(a)(ii), the Company shall require the Purchaser to purchase
the Forward Purchase Shares by delivering notice to the Purchaser (the “Closing Notice”), at least two (2) Business
Days before the Business Combination Closing, specifying the date of the Business Combination Closing, the aggregate Forward Purchase
Price and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forward
Closing”) shall be on the same date and immediately prior to the Business Combination Closing (such date and time being referred
to as the “Forward Closing Date”). At the Forward Closing, the Company will issue to the Purchaser the Forward Purchase
Shares, each registered in the name of the Purchaser, against delivery of the Forward Purchase Price in cash via wire transfer of U.S.
dollars in immediately available funds to the account specified by the Company in the Closing Notice.


 


(iv) The
Purchaser acknowledges and understands that in order to receive information possessed by the Company related to such Targets, the Purchaser
will be required to enter into or be joined to confidentiality and nondisclosure agreements on customary and reasonable terms with such
Targets restricting the use and disclosure of such information, and that, under certain circumstances, the Purchaser may come into possession
of material, nonpublic information regarding a publicly traded company, including the Company.


 


(v) For
purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal
holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New
York, New York.


 


(vi) Each
book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Shares
shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER
AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY.”


 


2.
Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 




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(b)
Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and
delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification
provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.


 


(c)
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection
with the consummation of the transactions contemplated by this Agreement.


 


(d)
Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation
applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its
ability to consummate the transactions contemplated by this Agreement.


 


(e)
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that
the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of
law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking,
agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect
to any of the Forward Purchase Shares. For purposes of this Agreement, “Person” means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or
any department or agency thereof.


 


(f)
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the Company’s
proposed IPO, with the Company’s management.


 




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(g)
Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser
has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason
of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands
that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and
that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC
and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser
acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares for resale, except as provided herein
(the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control,
and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially
submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Forward Purchase Shares and
transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely
on the protection of Section 11 of the Securities Act.


 


(h)
No Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Shares, and that
the Company has made no assurances that a public market will ever exist for the Forward Purchase Shares.


 


(i)
High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares involves a high
degree of risk which could cause the Purchaser to lose all or part of its investment.


 


(j)
Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


(k) Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Purchaser hereby
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Forward Purchase Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Forward Purchase Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any
governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may
be relevant to the purchase, holding, redemption, sale, or transfer of the Forward Purchase Shares. The Purchaser’s subscription
and payment for and continued beneficial ownership of the Forward Purchase Shares will not violate any applicable securities or other
laws of the Purchaser’s jurisdiction.


 


(l)
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or
partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Shares.


 


(m)
Residence. The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser
set forth on the signature page hereof.


 




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(n) Non-Public Information.
The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Company.


 


(o)
Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(q)
Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Morgan Stanley &
Co. LLC, EarlyBirdCapital, Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO.


 


(r)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section
2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the
Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed
to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties
disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in
Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically
disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf
of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).


 


3.
Representations and Warranties of the Company. The Company represents and
warrants to the Purchaser as follows:


 


(a)
Organization and Corporate Power. The Company is a corporation duly incorporated and validly existing and in good standing as
a corporation under the laws of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted
and as proposed to be conducted. As of the date hereof, the Company has no subsidiaries.


 


(b)
Capitalization. On the date hereof, the authorized share capital of the Company consists of:


 


(i) 100,000,000
shares of Class A Common Stock, none of which are issued and outstanding;


 


(ii) 20,000,000
shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares” and, together with
the Class A Common Stock, the “Common Stock”), of which 4,312,500 shares are issued and outstanding; and


 


(iii) 1,000,000
shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding.


 




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(c)
Authorization. All corporate action required to be taken by the Company to authorize the Company to enter into this Agreement,
and to issue the Forward Purchase Shares at the Forward Closing, has been taken or will be taken prior to the Forward Closing. All corporate
action on the part of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the
Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Shares
has been taken or will be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute
the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights may be limited by applicable federal or state securities laws.


 


(d)
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms
and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free
of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer
other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances
created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to
the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all
applicable federal and state securities laws.


 


(e)
Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, applicable state securities laws,
if any, and pursuant to the Registration Rights.


 


(f)
Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s certificate of
incorporation, as it may be amended from time to time (the “Charter”), or other governing documents of the Company,
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note,
indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase
order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation
applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability
to consummate the transactions contemplated by this Agreement.


 


(g)
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any
operations other than organizational activities and activities in connection with offerings of its securities.


 




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(h)
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has
either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Shares.


 


(i)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or
shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed
IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific
representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement
delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties
that may have been made by the Purchaser Parties.


 


4.
Registration Rights.


 


(a)
Registration. The Company agrees that (i) it will use its commercially reasonable efforts to file with the SEC (at the
Company’s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing, a registration statement
(the “Forward Registration Statement”) registering the resale of the Forward Purchase Shares (the “Registrable
Securities”), (ii) it shall use its commercially reasonable efforts to have the Forward Registration Statement declared effective
as soon as practicable after the filing thereof, and (iii) thereafter it shall use its commercially reasonable efforts to keep such Registration
Statement effective and available for sales of the Registrable Securities until the earlier of (A) such date as all of the Registrable
Securities have been sold or otherwise transferred and (B) such date as all of the Registrable Securities can be sold publicly without
restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1)
under the Securities Act; provided, however, that the Company’s obligations to include the Registrable Securities in the
Forward Registration Statement are contingent upon the Purchaser furnishing in writing to the Company such information regarding the
Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of the Registrable Securities as
shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents
in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.


 




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(b)
Indemnification.


 


(i) The
Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless the Purchaser (to the extent a
seller under the Forward Registration Statement), the officers, directors, agents, partners, members, managers, stockholders, affiliates,
employees and investment advisers of the Purchaser, each person who controls the Purchaser (within the meaning of Section 15 of the Securities
Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and the officers, directors,
partners, members, managers, stockholders, agents, affiliates, employees and investment advisers of each such controlling person, to
the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, that arise out of or are based upon (A) any untrue or alleged untrue statement of a material
fact contained in the Forward Registration Statement, any prospectus included in the Forward Registration Statement or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus
or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (B) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder,
in connection with the performance of its obligations under this Section 4, except to the extent, but only to the extent that
such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding the Purchaser
furnished in writing to the Company by the Purchaser expressly for use therein. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Registrable Securities
by the Purchaser. The Company shall notify the Purchaser promptly of the institution, threat or assertion of any proceeding arising from
or in connection with the transactions contemplated by this Section 4 of which the Company is aware.


 


(ii) The
Purchaser shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the
Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents
or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred,
arising out of or that are based upon any untrue or alleged untrue statement of a material fact contained in the Forward Registration
Statement, any prospectus included in the Forward Registration Statement, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent that such untrue
statements or omissions are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser
expressly for use therein. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the net proceeds
received by the Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)
Transfer. The rights, duties and obligations of the Purchaser under this Section 4 may be assigned or delegated
by the Purchaser in conjunction with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser
to any transferee or assignee pursuant to Section 9(f).


 




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5.
Additional Agreements and Acknowledgements of the Purchaser.


 


(a)
At-Risk Capital. In connection with the IPO Closing, the Purchaser shall enter into a purchase agreement (the “Purchase
Agreement”) with the same terms as that entered into by DD3 Sponsor Group III, LLC (the “Sponsor”) pursuant
to which it will agree to purchase 560,000 Private Placement Warrants (or 620,000 if the IPO Option is exercised in full) at a price
of $1.50 per Private Placement Warrant ($840,000 in the aggregate, or $930,000 if the IPO Option is exercised in full) in a private placement
that will close simultaneously with the IPO Closing, and the Company will agree to issue and sell to the Purchaser such number of Private
Placement Warrants having the same terms as the Private Placement Warrants to be purchased by the Sponsor in connection with the IPO
Closing, as described in the Registration Statement. The number of Private Placement Warrants purchased by the Purchaser pursuant to
the Purchase Agreement will reduce the number of Private Placement Warrants purchased by the Sponsor by an equivalent amount so that
the Purchaser purchases a number of Private Placement Warrants equal to 20% of the total Private Placement Warrants sold by the Company
in connection with the IPO Closing. The Purchaser’s Private Placement Warrants will be subject to certain transfer restrictions
until the Business Combination Closing, on the same terms as the Private Placement Warrants purchased by the Sponsor. In the event the
Purchaser does not purchase the Forward Purchase Shares in connection with the Business Combination Closing, the Purchaser shall promptly
sell to the Sponsor all Private Placement Warrants purchased by the Purchaser at their original purchase price of $1.50 per Private Placement
Warrant.


 


(b) Founder
Shares. At the Forward Closing, the Sponsor shall sell to the Purchaser a portion of the Founder Shares owned by the Sponsor, pursuant
to the terms of a Securities Purchase Agreement of even date herewith between the Sponsor and the Purchaser. The Purchaser acknowledges
and agrees that any such Founder Shares acquired by it shall be subject to the same lock up, transfer restrictions and escrow arrangements
as the Founder Shares owned by the Sponsor.


 


(c) Indication
of Interest. The Purchaser hereby indicates an interest in purchasing up to 9.9% of the Public Units offered in the IPO for a maximum
of $10,000,000. This indication of interest is not a binding agreement or commitment to purchase and the Purchaser may elect not to purchase
any Public Units in the IPO.


 


(d) Right
of First Refusal. The Company hereby grants the Purchaser a right of first refusal with respect to any additional third-party equity
financing required by the Company in connection with any Business Combination. The Company shall notify the Purchaser of the principal
terms of any proposed issuance of equity to one or more third parties (excluding the Target or the equity holders of the Target) in connection
with the Business Combination. If the Purchaser chooses to accept, the Purchaser shall have five (5) Business Days from the date of such
notice to enter into a definitive subscription agreement providing for such financing. In the event the Purchaser does not elect to purchase
such equity securities, the Company shall be free to sell such equity securities to one or more third-party purchasers on the terms contained
in such notice. Notwithstanding anything to the contrary herein, the Purchaser shall irrevocably waive such right of first refusal, and
such right of first refusal shall no longer be applicable, if the Purchaser delivers an Excusal Notice, or if the Purchaser fails to
deliver a Purchase Notice prior to the Notification Deadline.


 




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(e)
Trust Account.


 


(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders
upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any
kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company,
except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii) The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account,
except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(f)
Voting. The Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, the Purchaser shall vote any shares of Common Stock owned by it in favor
of any proposed Business Combination.


 


(g)
No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing.
For purposes of this Section, “Short Sales” shall include, without limitation, all “short sales” as defined
in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges
in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and
similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign
regulated brokers.


 


6.
Listing. The Company will use commercially reasonable efforts to effect
and maintain the listing of the Public Shares on the NASDAQ Capital Market (or another national securities exchange).


 




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7.
Conditions for the Forward Closing.


 


(a) The
obligation of the Purchaser to purchase the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the
fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Purchaser:



 


(i) The
Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase Shares;


 


(ii) The
Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation;


 


(iii) The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would
not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


 


(iv) The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 


(v) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be
in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


 


(b) The
obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment,
at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may
be waived by the Company:


 


(i) The
Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase Shares;


 


(ii) The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would
not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii) The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 




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(iv) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be
in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


 


8.
Termination. This Agreement may be terminated at any time prior to the Forward
Closing:


 


(a) by
mutual written consent of the Company and the Purchaser;


 


(b) automatically


 


(i) if
the IPO is not consummated on or prior to September 30, 2021;


 


(ii) if
the Business Combination is not consummated within 24 months from the IPO Closing, unless extended in accordance with the Charter; or


 


(iii) if
the Sponsor or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or
any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or
similar officer is appointed by a court for business or property of the Sponsor or the Company, in each case which is not removed, withdrawn
or terminated within sixty (60) days after such appointment.


 


In
the event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price, if previously paid, and
all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall
forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective
directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease;
provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising
out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this
Agreement.


 




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9.
General Provisions.


 


(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by
electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours,
then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight
courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to
the Company shall be sent to: DD3 Acquisition Corp. III, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040
México City, México, Attention: Chief Executive Officer, Email: martin.werner@dd3.mx, with a copy to the
Company’s counsel at Greenberg Traurig, LLP, 333 S.E. 2nd Avenue, Miami, Florida 33131, Attention: Alan Annex, Email:
annexa@gtlaw.com.


 


All
communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such
email address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section
9(a).


 


(b)
No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of
defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives
are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c)
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the
Forward Closing.


 


(d)
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto
or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.


 


(e)
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are
binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any
of its rights, interests, or obligations hereunder without the prior written approval of the other party.


 


(g)
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of
which together will constitute one and the same instrument.


 


(h)
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any
way the meaning or interpretation of this Agreement.


 




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(i)
Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.


 


(j)
Jurisdiction. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of
New York and the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based
upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and
(iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim
that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k)
WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION
PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(l)
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written
consent of the Company and the Purchaser.


 


(m)
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied
to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in
accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n)
Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer
agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase Shares.


 




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(o)
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or
covenant.


 


(p)
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q)
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


(r) Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated
hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential
and shall not publicly disclose the existence or terms of this Agreement.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 	 
	 	DD3 CAPITAL PARTNERS, S.A. DE C.V.
	 	 	 
	 	By:	 /s/ Jorge Combe
	 	Name:	Jorge Combe
	 	Title:	Partner
	 	 	 
	 	Address for Notices:
	 	 	 
	 	COMPANY:
	 	 	 
	 	DD3 ACQUISITION CORP. III
	 	 	 
	 	By:	 /s/ Jorge Combe
	 	Name:	Jorge Combe
	 	Title:	Chief Operating Officer


 


Signature page to Forward Purchase Agreement


 






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