Exhibit 10.3


 


SUBSCRIPTION
AGREEMENT


 


DD3
Acquisition Corp. II 


Pedregal
24, 3rd Floor, Interior 300





Colonia
Molino del Rey, Del. Miguel Hidalgo 


11040
Mexico City, Mexico





 


Codere
Online Luxembourg, S.A. 


7
rue Robert Stümper





L-2557
Luxembourg


 


Ladies
and Gentlemen:


 


In
connection with the proposed business combination among DD3 Acquisition Corp. II, a Delaware corporation (the “Company”),
Codere Online Luxembourg, S.A., a public limited liability company (société anonyme) governed by the laws of
the Grand Duchy of Luxembourg (“Holdco”) and Servicios de Juego Online S.A.U., a corporation (sociedad anónima
unipersonal) registered and incorporated under the laws of Spain and with its
registered office at Avenida de Bruselas 26, 28108, Alcobendas (Madrid, Spain) (“SEJO”), as set forth in that certain
Business Combination Agreement dated as of June 21, 2021 (“Business Combination Agreement”) and entered into by and
among the Company, SEJO, Holdco and the other parties thereto (the “Transaction”), the undersigned desires to subscribe
for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereof for a purchase
price of $10.00 per share, on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and
the Company agree as follows:


 


1.
Subscription. The undersigned hereby irrevocably subscribes for and agrees to purchase from the Company such number of shares
of Common Stock as is set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided
for herein (the “Shares”). The undersigned understands and agrees that the Company reserves the right to accept or
reject the undersigned’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to
its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed
by a duly authorized person by or on behalf of each of the Company and Holdco, respectively, which may be done in counterpart form. In
the event of rejection of the entire subscription by the Company or the termination of this subscription in accordance with the terms
hereof, the undersigned’s payment hereunder will be returned promptly to the undersigned along with this Subscription Agreement,
and this Subscription Agreement shall have no force or effect.


 


2.
Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially
concurrent consummation of the Transaction. The Closing shall occur on the date of, and immediately prior to, the consummation of the
Transaction. Following written notice from (or on behalf of) the Company to the undersigned (the “Closing Notice”)
that the Company reasonably expects (i) all conditions to the closing of the Transaction to be satisfied or waived and (ii) the Closing
to occur on a date that is not less than five (5) business days from the date of the Closing Notice, the undersigned shall deliver to
the Company, at least three (3) business days prior to the anticipated Closing date specified in the Closing Notice (the “Closing
Date”), the subscription amount for the Shares by wire transfer of United States dollars in immediately available funds to
the account specified by the Company in the Closing Notice. The Company shall deliver (or cause the delivery of) the Shares in book entry
form to the undersigned or to a custodian designated by undersigned, as applicable, as indicated below. This Subscription Agreement shall
terminate and be of no further force or effect, without any liability to either party hereto, if the Company notifies the undersigned
in writing that it has abandoned its plans to move forward with the Transaction. If this Subscription Agreement terminates following
the delivery by the undersigned of the purchase price for the Shares, the Company shall promptly return the purchase price to the undersigned.


 






     


     


    

 


3.
Closing Conditions. The Closing is also subject to the conditions that, on the Closing Date:


 


a.
all representations and warranties of the Company and the undersigned contained in this Subscription Agreement shall be true and correct
in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as
defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation
of the Closing shall constitute a reaffirmation by each of the Company and the undersigned of each of the representations, warranties
and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect
to consummation of the Transaction;


 


b.
no governmental authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation
of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated
hereby, and no governmental authority having competent jurisdiction shall have instituted or threatened in writing a proceeding seeking
to impose any such restraint or prohibition; and


 


c.
all conditions precedent to the closing of the Transaction, including the approval of the Company’s stockholders, shall have been
satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction).


 


4.
Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional
actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this
Subscription Agreement.


 






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5.
Company Representations and Warranties. The Company represents and warrants to the undersigned that:


 


a.
The Company has been duly incorporated, is validly existing and is in good standing under the laws of the State of Delaware, with corporate
power and authority to own, lease and operate its properties and conduct its business as presently conducted.


 


b.
The Shares have been duly authorized and, when issued and delivered to the undersigned against full payment therefor in accordance with
the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued
in violation of or subject to any preemptive or similar rights created under the Company’s Amended and Restated Certificate of
Incorporation or under the laws of the State of Delaware.


 


c.
This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable in accordance with its
terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or
equity.


 


d.
The issuance and sale of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the
consummation of the transactions herein will not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or
assets of the Company pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company
is subject, which would have a material adverse effect on the business, properties, financial condition, stockholders’ equity or
results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Shares
or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in
any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any
judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company
or any of its properties that would have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority
of the Company to comply with this Subscription Agreement.


 


6.
Subscriber Representations and Warranties. The undersigned represents and warrants to the Company and Holdco that:


 


a.
The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a)
under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only
for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act. The undersigned shall provide the requested
information on Schedule A following the signature page hereto and such information shall be true and accurate in all respects.
The undersigned is not an entity formed for the specific purpose of acquiring the Shares.


 






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b.
The undersigned has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction
of incorporation or formation.


 


c.
The undersigned understands and agrees that the Shares are being offered in a transaction not involving any public offering within the
meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands and
agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective
registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant
to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant
to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance
with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry
positions representing the Shares shall bear or reflect, as applicable, a restrictive legend to such effect in substantially the following
form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM.”. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule
144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions
and, as a result of these transfer restrictions, the undersigned may not be able to readily offer, resell, pledge, transfer or otherwise
dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time.
The undersigned understands and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or
transfer of any of the Shares.


 


d.
The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges
that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company, Holdco, any of
their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the
foregoing or any other person or entity, expressly or by implication, other than, with respect to the Company, those representations,
warranties, covenants and agreements included in this Subscription Agreement.


 


e.
The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under
Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as
amended, or any applicable similar law.


 






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f.
The undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order
to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges
that it has reviewed the documents provided to the undersigned by the Company. The undersigned represents and agrees that the undersigned
and the undersigned’s professional advisors, if any, have had the full opportunity to ask such questions, receive such answers
and obtain such information as the undersigned and such undersigned’s professional advisors, if any, have deemed necessary to make
an investment decision with respect to the Shares. The undersigned further acknowledges and agrees that the information provided to the
undersigned is preliminary and subject to change, and that any changes to such information, including, without limitation, any changes
based on updated information or changes in terms of the Transaction, shall in no way affect the undersigned’s obligation to purchase
the Shares hereunder.


 


g.
The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company
or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and
the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares
offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares
(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving
a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


h.
The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares.
The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in the Shares, and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered
necessary to make an informed investment decision and the undersigned has made its own assessment and has satisfied itself concerning
relevant tax and other economic considerations relative to its purchase of the Shares.


 


i.
Alone, or together with any professional advisors, the undersigned acknowledges and agrees that it has adequately analyzed and fully
considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and
that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s
investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists.


 


j.
In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned.
Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the
Placement Agent (as defined below) concerning the Company or the Shares or the offer and sale of the Shares.


 


k.
The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Shares or made any findings or determination as to the fairness of this investment.


 






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l.
The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have
been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation
of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the undersigned
is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the
undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust
or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory,
if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual,
the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation
of the undersigned, enforceable against the undersigned in accordance with its terms.


 


m.
Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor
any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely
on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.


 


n.
The undersigned is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by
the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by
the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any
OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a
non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The undersigned agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under
applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively with the BSA, the “BSA/PATRIOT Act”),
the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. 
To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC
sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure
that the funds held by the undersigned and used to purchase the Shares were legally derived.


 


o.
No disclosure or offering document has been prepared by EarlyBirdCapital, Inc. (the “Placement Agent”), Stifel, Nicolaus
& Company, Incorporated (the “Holdco Advisor”), the Company or Holdco or any of their respective affiliates in
connection with the offer and sale of the Shares.


 


p.
The Placement Agent, the Holdco Advisor and their respective directors, officers, employees, representatives and controlling persons
have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information
supplied to the undersigned by the Company.


 






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q.
In connection with the issue and purchase of the Shares, neither the Placement Agent nor the Holdco Advisor has acted as the undersigned’s
financial advisor or fiduciary.


 


r.
If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as
set forth in the attached Schedule B.


 


s.
The undersigned has sufficient funds to pay the purchase price pursuant to this Agreement.


 


7.
Registration Rights. Holdco agrees that, as soon as practicable, but in any event within thirty (30) calendar days after the consummation
of the Transaction, Holdco shall file with the Securities and Exchange Commission (the “SEC”) (at Holdco’s sole
cost and expense) a registration statement (the “Registration Statement”) in order to register the shares of Holdco
received by the undersigned in connection with the Business Combination, and Holdco shall use its commercially reasonable efforts to
have the Registration Statement declared effective as soon as practicable after the filing thereof; provided, however,
that Holdco’s obligations to cause the inclusion of such shares of Holdco received by the undersigned in connection with the Business
Combination are contingent upon the undersigned furnishing in writing to Holdco such information regarding the undersigned, such shares
of Holdco held by the undersigned and the intended method of disposition of such shares of Holdco held by the undersigned as shall be
reasonably requested by Holdco to effect the registration, and shall execute such documents in connection with such registration as the
Holdco may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding anything to the contrary
in this Subscription Agreement, Holdco may, upon giving prompt written notice of such action to the undersigned, delay the filing or
initial effectiveness of, suspend use of, the Registration Statement for a period of not more than sixty (60) consecutive days or more
than two times in any calendar year if the filing, initial effectiveness or continued use of the Registration Statement would, in the
good faith judgment of its board, make Holdco fail to comply with applicable disclosure requirements or would require the inclusion in
such Registration Statement of (i) financial statements that are unavailable to Holdco for reasons beyond Holdco’s control, (ii)
audited financial statements as of a date other than Holdco’s fiscal year end, or (iii) pro forma financial statements that are
required to be included in a registration statement. In the event Holdco exercises its rights under the preceding sentence, the undersigned
agrees to suspend immediately its use of the prospectus relating to the registration in connection with any sale or offer to sell Shares.
Upon receipt of notice from Holdco that the Registration Statement or prospectus contains a misstatement, if applicable, the undersigned
shall forthwith discontinue disposition of Shares until it has received copies of a supplemented or amended prospectus correcting the
misstatement or until it is advised in writing by Holdco that the use of the prospectus may be resumed.


 


8.
Lock-Up. The undersigned acknowledges and agrees that, without the prior written consent of the Company and Holdco, during the
period commencing on the Closing Date and continuing until the earlier of the ninety (90) calendar day period commencing on the date
of the closing of the Transaction and the date when the Registration Statement is declared effective by the SEC, the undersigned, and
any person or entity acting on its behalf or pursuant to any understanding with it, shall not (a) sell, assign, transfer (including by
operation of law), incur any liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements,
obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever, dispose of or otherwise
encumber (each, a “Transfer”), (b) make any short sale of, grant any option for the purchase of, or (c) enter into
any hedging or similar transaction with the same economic effect as a Transfer of, any of the Shares. The Company may impose stop-transfer
instructions and may stamp each certificate representing the Shares with an appropriate legend to enforce the provisions of the foregoing
sentence. Any purported Transfer or other transaction in violation of this Section 8 shall be null and void.


 






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9.
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations
of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier
to occur of (a) following the execution and delivery of the Business Combination Agreement by the Company, SEJO, Holdco and the
other parties thereto, such date and time as such Business Combination Agreement is terminated in accordance with its terms without the
Transaction being consummated, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription
Agreement or (c) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied
or waived on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated
at the Closing; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to
the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages
arising from such breach. The Company shall promptly notify the undersigned of the termination of the Business Combination Agreement
after the termination of such agreement.


 


10.
Trust Account Waiver. The undersigned acknowledges that the Company is a blank check company with the powers and privileges to
effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or
assets. The undersigned further acknowledges that, as described in the Company’s prospectus relating to its initial public offering
dated December 7, 2020 (the “Prospectus”) available at www.sec.gov, substantially all of the Company’s assets
consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially
all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company,
its public shareholders and the underwriters of the Company’s initial public offering. For and in consideration of the Company
entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably
waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in
the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account
as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Shares, regardless of whether
such claim arises based on contract, tort, equity or any other theory of legal liability. This paragraph will survive any termination
of the Subscription Agreement.


 






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11.
Miscellaneous.


 


a.
Neither this Subscription Agreement nor any rights that may accrue to the undersigned hereunder (other than the Shares acquired hereunder,
if any) may be transferred or assigned, except that the undersigned may assign such undersigned’s rights under this Subscription
Agreement to one or more of such undersigned’s affiliates; provided, that no such assignment shall relieve the undersigned of such
undersigned’s obligations hereunder and that such assignee(s) agrees in writing to be bound by the terms of this Subscription Agreement.


 


b.
The Company may request from the undersigned such additional information as the Company may deem necessary to evaluate the eligibility
of the undersigned to acquire the Shares, and the undersigned shall promptly provide such information as may reasonably be requested,
to the extent readily available and to the extent consistent with its internal policies and procedures. The undersigned acknowledges
that a copy of a form of this Subscription Agreement may be filed with the SEC as an exhibit to a periodic report or registration statement.


 


c.
The undersigned acknowledges that the Company, SEJO, Holdco, the Placement Agent and others will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, the undersigned agrees to
promptly notify the other parties hereto if any of the acknowledgments, understandings, agreements, representations and warranties set
forth herein are no longer accurate. The undersigned agrees that each purchase by the undersigned of Shares from the Company will constitute
a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice)
by the undersigned as of the time of such purchase. The undersigned further acknowledges and agrees that the Placement Agent is a third-party
beneficiary of the representations and warranties of the undersigned contained in Section 6 of this Subscription Agreement.


 


d.
Each of the Company, Holdco and SEJO is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this
Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.


 


e.
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


f.
This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by all of the
parties hereto.


 


g.
This Subscription Agreement, including its schedules, constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as otherwise
expressly set forth in subsection (c) of this Section 11, this Subscription Agreement shall not confer any rights or remedies upon any
person other than the parties hereto, and their respective successor and assigns.


 






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h.
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


i.
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and
effect.


 


j.
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by
different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


k.
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and
provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity,
in contract, in tort or otherwise. The right to specific enforcement shall include the right of the parties hereto to cause the other
parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations
set forth in this Subscription Agreement.


 


l.
THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO
HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY. 


 


m.
Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated by this
Subscription Agreement.


 


n.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or
other communication hereunder shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting
by mail, registered mail, courier service, return-receipt received, postage prepaid, (iii) when received by the addressee if sent by
a reputable delivery service (receipt requested), or (iv) when delivered by email (in each case in this clause (iv), solely if receipt
is confirmed, but excluding any automated reply, such as an out-of-office notification), in each case, addressed to the intended recipient
at its address specified below or to such electronic mail address or address as subsequently modified by written notice given in accordance
with this subsection.


 






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		a.	If
to undersigned, to such address or addresses set forth on the signature page hereto.



 


		b.	If
to Company, to:



 


DD3
Acquisition Corp. II





Pedregal
24, 3rd Floor, Interior 300 


Colonia
Molino del Rey, Del. Miguel Hidalgo





11040
Mexico City, Mexico 


Attention:
Martin Werner





Email:
martin.werner@dd3.mx


 


With
a required copy to (which copy shall not constitute notice):


 


Greenberg
Traurig, P.A.

333 SE 2nd Ave., Suite 4400

Miami, FL 33131

Attention: Alan Annex

Email: annexa@gtlaw.com


 


		c.	If
to Holdco, to:



 


Codere
Online Luxembourg, S.A.





7
rue Robert Stümper





L-2557,
Luxembourg





Attention:
Oscar Iglesias





Email:
oscar.iglesias@codere.com


 


With
a required copy to (which copy shall not constitute notice):


 


Davis
Polk & Wardwell LLP





Paseo
de la Castellana, 41





28046
Madrid, Spain





Attention:
Michael J. Willisch





Email:
michael.willisch@davispolk.com


 


[SIGNATURE
PAGES FOLLOW]


 









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IN
WITNESS WHEREOF, the undersigned has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 


	Name
    of Investor:	State/Country
    of Formation or Domicile:
	 	 
	By:
                                                                                	 
	Name:
                                                                                	 
	Title:
                                                                                	 
	 	 
	Name
    in which shares are to be registered (if different):	Date:
    ____________________, 2021 

    

    
	Investor’s
    EIN:	 
	 	 
	Business
    Address-Street:	Mailing
    Address-Street (if different):
	 	 
	City,
    State, Zip:	City,
    State, Zip:
	 	 
	Attn:__________________	Attn:__________________
	 	 
	Telephone
    No.:	Telephone
    No.:
	 	 
	Facsimile
                                            No.:

     

    Email
    address:
	Facsimile
                                            No.:

     

    Email
    address:

	 	 
	Number
    of Shares subscribed for:	 
	 	 
	Aggregate
    Subscription Amount: $	Price
    Per Share: $10.00


  


You
must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by
the Company in the Closing Notice. To the extent the offering is oversubscribed, the number of Shares received may be less than the number
of Shares subscribed for.


 






    12


     


    

 





IN
WITNESS WHEREOF, DD3 Acquisition Corp. II and Codere Online Luxembourg, S.A. have accepted this Subscription Agreement as of the
date set forth below.


 


Date:
____________________, 2021


  


	 	DD3 ACQUISITION CORP. II
	 	 	 
	 	By:	                           
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	CODERE ONLINE LUXEMBOURG, S.A.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 






    13


     


    

 


SCHEDULE
A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR


 


		A.	QUALIFIED
INSTITUTIONAL BUYER STATUS






(Please
check the applicable subparagraphs):


 


	 	1.	☐	We
are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).



 


		B.	INSTITUTIONAL
ACCREDITED INVESTOR STATUS



(Please
check the applicable subparagraphs):


 


	 	1.	☐	We
are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act. for one or more of the following
reasons (Please check the applicable subparagraphs):



 


		☐	We
are a bank, as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or a fiduciary capacity.



 


		☐	We
are a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended.



		 	 



		☐	We
are an insurance company, as defined in Section 2(13) of the Securities Act.



		 	 



		☐	We
are an investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section
2(a)(48) of that act.



		 	 



		☐	We
are a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.



		 	 



		☐	We
are a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if the plan has total assets in excess of $5 million.



		 	 



		☐	We
are an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment
decision is being made by a plan fiduciary, as defined in Section 3(21) of such act, and the plan fiduciary is either a bank, an insurance
company, or a registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million.



		 	 



		☐	We
are a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.



		 	 



		☐	We
are a corporation, Massachusetts or similar business trust, or partnership, or an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, that was not formed for the specific purpose of acquiring the Shares, and that has total assets
in excess of $5 million.



		 	 



		☐	We
are a trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.



		 	 



		☐	We
are an entity in which all of the equity owners are accredited investors.




 






    Schedule A


     


    

 


		C.	AFFILIATE
STATUS






(Please
check the applicable box)


 


THE
INVESTOR:


 


		☐	is:



 


		☐	is
not:



 


an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Company or Holdco or acting on behalf of an affiliate
of the Company or Holdco.


 


This
page should be completed by the Investor and constitutes a part of the Subscription Agreement


 


		D.	Indicate
the approximate date the investor entity was formed: _____________________.



 


		E.	Initial the
                                                                                                                                                              line below which correctly describes the application of the following statement to the investor’s situation: the
                                                                                                                                                              investor (x) was not organized or reorganized for the specific purpose of acquiring the Shares and (y) has made investments prior to
                                                                                                                                                              the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership
                                                                                                                                                              interest in the investor.



 


__________
True __________ False


 


If
the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.


 









    Schedule A


     


    




 


SCHEDULE
B


ELIGIBILITY
REPRESENTATIONS OF THE INVESTOR (Canadian Investors Only)


 


		1.	We
hereby declare, represent and warrant that:



		 	 



		(a)	we
are purchasing the Shares as principal for our own account, or are deemed to be purchasing the Shares as principal for our own account
in accordance with applicable Canadian securities laws, and not as agent for the benefit of another investor;



		 	 



		(b)	we
are residents in or subject to the laws of one of the provinces or territories of Canada;



		 	 



		(c)	we
are entitled under applicable securities laws to purchase the Shares without the benefit of a prospectus qualified under such securities
laws and, without limiting the generality of the foregoing, are both:



		 	 



		a.	an
“accredited investor” as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”)
or section 73.3(2) of the Securities Act (Ontario) by virtue of satisfying the indicated criterion in Section 11 below, and we
are not a person created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph
(m) of the definition of “accredited investor” in section 1.1 of NI 45-106; and



		 	 



		b.	a
“permitted client” as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations (“NI 31-103”) by virtue of satisfying the indicated criterion in Section 12 below;



		 	 



		(d)	we
have received, reviewed and understood, this Subscription Agreement and certain disclosure materials relating to the placing of Shares
in Canada and, are basing our investment decision solely on this Subscription and the materials provided by the Company and not on any
other information concerning the Company or the offering of the Shares;



		 	 



		(e)	the
acquisition of Shares does not and will not contravene any applicable Canadian securities laws, rules or policies of the jurisdiction
in which we are resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document or (ii) any registration
or other similar obligation on the part of any person;



		 	 



		(f)	we
will execute and deliver within the applicable time periods all documentation as may be required by applicable Canadian securities laws
to permit the purchase of the Shares on the terms set forth herein and, if required by applicable Canadian securities laws, will execute,
deliver and file or assist the Company in obtaining and filing such reports, undertakings and other documents relating to the purchase
of the Shares as may be required by any applicable Canadian securities laws, securities regulator, stock exchange or other regulatory
authority; and



		 	 



		(g)	neither
we nor any party on whose behalf we are acting has been established, formed or incorporated solely to acquire or permit the purchase
of Shares without a prospectus in reliance on an exemption from the prospectus requirements of applicable Canadian securities laws.



		 	 



		2.	We
are aware of the characteristics of the Shares, the risks relating to an investment therein and agree that we must bear the economic
risk of its investment in the Shares. We understand that we will not be able to resell the Shares under applicable Canadian securities
laws except in accordance with limited exemptions and compliance with other requirements of applicable law, and we (and not the Company)
are responsible for compliance with applicable resale restrictions or hold periods and will comply with all relevant Canadian securities
laws in connection with any resale of the Shares.



 






    Schedule B


     


    

 



		3.	We
hereby undertake to notify the Company immediately of any change to any declaration, representation, warranty or other information relating
to us set forth herein which takes place prior to the closing of the purchase of the Shares applied for hereby.



		 	 



		4.	We
understand and acknowledge that (i) the Company is not a reporting issuer in any province or territory in Canada and its securities are
not listed on any stock exchange in Canada and there is currently no public market for the Shares in Canada; and (ii) the Company currently
has no intention of becoming a reporting issuer in Canada and the Company is not obligated to file and has no present intention of filing
a prospectus with any securities regulatory authority in Canada to qualify the resale of the Shares to the public, or listing the Company’s
securities on any stock exchange in Canada and thus the applicable restricted period or hold period may not commence and the Shares may
be subject to an unlimited hold period or restricted period in Canada and in that case may only be sold pursuant to limited exemptions
under applicable securities legislation.



		 	 



		5.	We
confirm we have reviewed applicable resale restrictions under relevant Canadian legislation and regulations.



		 	 



		6.	It
is acknowledged that we should consult our own legal and tax advisors with respect to the tax consequences of an investment in the Shares
in our particular circumstances and with respect to the eligibility of the Shares for investment by us and resale restrictions under
relevant Canadian legislation and regulations, and that we have not relied on the Company or on the contents of the disclosure materials
provided by the Company, for any legal, tax or financial advice.



		 	 



		7.	If
we are a resident of Quebec, we acknowledge that it is our express wish that all documents evidencing or relating in any way to the sale
of the Shares be drawn in the English language only. Si nous sommes résidents de la province de Québec, nous reconnaissons
par les présentes que c’est notre volonté expresse que tous les documents faisant foi ou se rapportant de quelque
manière à la vente des engagements soient rédigés en anglais seulement.



		 	 



		8.	We
understand and acknowledge that we are making the representations, warranties and agreements contained herein with the intent that they
may be relied upon by the Company and the agents in determining our eligibility to purchase the Shares, including the availability of
exemptions from the prospectus requirements of applicable Canadian securities laws in connection with the issuance of the Shares.



		 	 



		9.	We
consent to the collection, use and disclosure of certain personal information for the purposes of meeting legal, regulatory, self-regulatory,
security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations)
and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory
authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities.



		 	 



		10.	If
we are an individual resident in Canada, we acknowledge that: (A) the Company or the agents may be required to provide personal information
pertaining to us as required to be disclosed in Schedule I of Form 45-106F1 Report of Exempt Distribution (“Form 45-106F1”)
under NI 45-106 (including its name, email address, address, telephone number and the aggregate purchase price paid by the purchaser)
(“personal information”) to the securities regulatory authority or regulator in the local jurisdiction (the “Regulator”);
(B) the personal information is being collected indirectly by the Regulator under the authority granted to it in securities legislation;
and (C) the personal information is being collected for the purposes of the administration and enforcement of the securities legislation;
and by purchasing the securities, we shall be deemed to have authorized such indirect collection of personal information by the Regulator.
Questions about the indirect collection of information should be directed to the Regulator in the local jurisdiction, using the contact
information set out below:



		 	 



		(a)	in
Alberta, the Alberta Securities Commission, Suite 600, 250 - 5th Street SW, Calgary, Alberta T2P 0R4, Telephone: (403) 297-6454, toll
free in Canada: 1-877-355-0585;



 






    Schedule B


     


    

 



		(b)	in
British Columbia, the British Columbia Securities Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British
Columbia V7Y 1L2, Inquiries: (604) 899-6581, toll free in Canada: 1-800-373-6393, Email: inquiries@bcsc.bc.ca;



		 	 



		(c)	in
Manitoba, The Manitoba Securities Commission, 500 - 400 St. Mary Avenue, Winnipeg, Manitoba R3C 4K5, Telephone: (204) 945-2548, toll
free in Manitoba 1-800-655-5244;



		 	 



		(d)	in
New Brunswick, Financial and Consumer Services Commission (New Brunswick), 85 Charlotte Street, Suite 300, Saint John, New Brunswick
E2L 2J2, Telephone: (506) 658-3060, toll free in Canada: 1-866-933-2222, Email: info@fcnb.ca;



		 	 



		(e)	in
Newfoundland and Labrador, Government of Newfoundland and Labrador, Financial Services Regulation Division, P.O. Box 8700, Confederation
Building, 2nd Floor, West Block, Prince Philip Drive, St. John’s, Newfoundland and Labrador, A1B 4J6, Attention: Director of Securities,
Telephone: (709) 729-4189;



		 	 



		(f)	in
the Northwest Territories, the Government of the Northwest Territories, Office of the Superintendent of Securities, P.O. Box 1320, Yellowknife,
Northwest Territories X1A 2L9, Attention: Deputy Superintendent, Legal & Enforcement, Telephone: (867) 920-8984;



		 	 



		(g)	in
Nova Scotia, the Nova Scotia Securities Commission, Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458, Halifax, Nova Scotia B3J 2P8,
Telephone: (902) 424-7768;



		 	 



		(h)	in
Nunavut, Government of Nunavut, Department of Justice, Legal Registries Division, P.O. Box 1000, Station 570, 1st Floor, Brown Building,
Iqaluit, Nunavut X0A 0H0, Telephone: (867) 975-6590;



		 	 



		(i)	in
Ontario, the Inquiries Officer at the Ontario Securities Commission, 20 Queen Street West, 22nd Floor, Toronto, Ontario M5H 3S8, Telephone:
(416) 593-8314, toll free in Canada: 1-877-785-1555, Email: exemptmarketfilings@osc.gov.on.ca;



		 	 



		(j)	in
Prince Edward Island, the Prince Edward Island Securities Office, 95 Rochford Street, 4th Floor Shaw Building, P.O. Box 2000, Charlottetown,
Prince Edward Island C1A 7N8, Telephone: (902) 368-4569;



		 	 



		(k)	in
Québec, the Autorité des marchés financiers, 800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse,
Montréal, Québec H4Z 1G3, Telephone: (514) 395-0337 or 1-877-525-0337, Email: financementdessocietes@lautorite.qc.ca (For
corporate finance issuers), fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers);



 






    Schedule B


     


    

 



		(l)	in
Saskatchewan, the Financial and Consumer Affairs Authority of Saskatchewan, Suite 601 - 1919 Saskatchewan Drive, Regina, Saskatchewan
S4P 4H2, Telephone: (306) 787-5879; and



		 	 



		(m)	in
Yukon, Government of Yukon, Department of Community Services, Law Centre, 3rd Floor, 2130 Second Avenue, Whitehorse, Yukon Y1A 5H6, Telephone:
(867) 667-5314.



		 	 



		11.	We
hereby represent, warrant, covenant and certify that we are, or any party on whose behalf we are acting is, an “accredited investor”
as defined in NI 45-106 or section 73.3(1) of the Securities Act (Ontario) by virtue of satisfying the indicated criterion below:



 


Please
check the category that applies:


  


	☐	 	a
    Canadian financial institution or a Schedule III bank of the Bank Act (Canada),
	☐	 	the
    Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
	☐	 	a
    subsidiary of any person or company referred to in paragraphs (a) or (b) if the person or company owns all of the voting securities
    of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
	☐	 	a
    person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except
    as otherwise prescribed by the regulations,
	 	 	[omitted]
	 	(e.1)	[omitted]
	☐	 	the
    Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity
    of the Government of Canada or of the government of a province or territory of Canada,
	☐	 	a
    municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la
    taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
	☐	 	any
    national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that
    government,
	☐	(i)	a
    pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission
    or similar regulatory authority of a province or territory of Canada,
	 	 	[omitted]
	☐	(j.1)	an
    individual who beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related
    liabilities, exceeds CAD$5,000,000,
	 	 	[omitted]
	 	 	[omitted]
	☐	 	a
    person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared
    financial statements,
	☐	 	an
    investment fund that distributes or has distributed its securities only to:
	 	 	a
    person that is or was an accredited investor at the time of the distribution,
	 	 	a
    person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount
    investment], or 2.19 of NI 45-106 [Additional investment in investment funds], or



 






    Schedule B


     


    

 


	 	 	a
    person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment
    fund reinvestment],
	☐	 	an
    investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator
    or, in Québec, the securities regulatory authority, has issued a receipt,
	☐	 	a
    trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada)
    or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account
    managed by the trust company or trust corporation, as the case may be,
	☐	 	a
    person acting on behalf of a fully managed account1 managed by that person, if that person is registered or authorized
    to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
	☐	 	a
    registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility
    adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on
    the securities being traded,
	☐	 	an
    entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or
    paragraph (i) in form and function,
	☐	 	a
    person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required
    by law to be owned by directors, are persons that are accredited investors,
	☐	 	an
    investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
	☐	 	a
    person that is recognized or designated by the Commission as an accredited investor,
	☐	 	a
    trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
    of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse
    of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited
    investor’s spouse or of that accredited investor’s former spouse.



 

		12.	We
hereby represent, warrant, covenant and certify that we are, or any party on whose behalf we are acting is, a “permitted client”
by virtue of the criterion indicated below,



 


Please
check the category that applies:


  


	 	☐	(a)	a
    Canadian financial institution or a Schedule III bank;
	 	☐	(b)	the
    Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
	 	☐	(c)	a
    subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities
    of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;



 


 





 



1       A “fully managed account” means an account of a client for which a person makes
the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s
express consent to a transaction.






    Schedule B


     


    

 


	 	☐	(d)	a
    person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual
    fund dealer or exempt market dealer;
	 	☐	(e)	a
    pension fund that is regulated by either the Office of the Superintendent of Financial Institutions or a pension commission or similar
    regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
	 	☐	(f)	an
    entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e);
	 	☐	(g)	the
    Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada
    or a jurisdiction of Canada;
	 	☐	(h)	any
    national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that
    government;
	 	☐	(i)	a
    municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la
    taxe scolaire de l’île de Montréal or an intermunicipal management board in Quebec;
	 	☐	(j)	a
    trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada)
    or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed
    by the trust company or trust corporation, as the case may be;
	 	☐	(k)	a
    person or company acting on behalf of a managed account managed by person or company, if the person or company is registered or authorized
    to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
	 	☐	(l)	an
                                            investment fund if one or both of the following apply:

     

    (i)
    the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction
    of Canada;

     

    (ii)
    the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of
    Canada;

	 	☐	(m)	in
    respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded
    from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	☐	(n)	in
    respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser or an adviser
    registered under the securities legislation of the jurisdiction of the registered charity;
	 	☐	(o)	a
    registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser
    or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	☐	(p)	an
    individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
    liabilities, exceeds $5 million;



 






    Schedule B


     


    

 


	 	☐	(q)	a
    person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership
    interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered
    or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction
    of Canada or a foreign jurisdiction;
	 	☐	(r)	a
    person or company, other than an individual or an investment fund, that has net assets of at least C$25,000,000 as shown on its most
    recently prepared financial statements; or
	 	☐	(s)	a
    person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a)
    through (r).


 






    Schedule B