Exhibit 10.6


 


AMENDMENT NO. 1 TO


FORWARD PURCHASE AGREEMENT


 


This Amendment No. 1, dated
as of June 21, 2021 (this “Amendment”), amends the Forward Purchase Agreement, dated as of November 17, 2020 (the “Agreement”),
between DD3 Acquisition Corp. II, a Delaware corporation (the “Company”) and Baron Global Advantage Fund, Baron Emerging
Markets Fund and Destinations International Equity Fund (each, a “Purchaser” and collectively, the “Purchasers”).
Unless otherwise defined herein, capitalized terms are used herein as defined in the Agreement.


 


RECITALS


 


WHEREAS, the parties have
entered into the Agreement; and


 


WHEREAS, the parties wish
to amend the Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration
of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged,
the parties agree as follows:


 


Section 1. Amendments
to the Agreement.


 


		(A)	The recitals of the Agreement are hereby amended by adding the following recital:



 


WHEREAS, the Company has negotiated and intends
to enter into a Definitive Agreement for a Business Combination (the “Business Combination Agreement”) with, among
others, Codere Newco, S.A.U., a corporation (sociedad anónima unipersonal) registered and incorporated under the laws of Spain;


 


WHEREAS, the Purchasers have waived their rights
under Section 5(c) hereof to purchase shares of Common Stock, in addition to the Forward Purchase Shares, on the terms contained in the
DD3 Capital Subscription Agreement and LV Subscription Agreement (each, as defined in the Business Combination Agreement);


 


		(B)	Section 1 of the Agreement is hereby amended by adding the following subsection immediately following
Section 1(a):



 


(b) Designation
by Purchasers. Each Purchaser may, upon delivering written notice to the Company no less than five (5) days prior to the Forward Closing
of such designations and allocations, assign its right to receive and obligation to purchase all or a portion of the Forward Purchase
Shares to one or more of its affiliates, investment funds or managed accounts managed by or otherwise affiliated with such Purchaser,
the investment manager of such Purchaser, a general partner of such Purchaser or any other person controlling, controlled by or under
common control with such persons (collectively, the “Purchaser Parties”); provided that, such assignee agrees in writing
to be bound by and subject to the terms and conditions of this Agreement and makes the representations and warranties in Section 2;
provided, further, that, no assignment shall relieve the assigning party of any of its obligations hereunder in the event that any transferee
thereof does not comply with its obligations to purchase the Forward Purchase Shares. Subject to the foregoing proviso, the parties hereto
agree that notwithstanding any other provision of the Agreement or this Amendment, in the event a Purchaser assigns its rights to purchase
all or a portion of the Forward Purchase Shares to a Purchaser Party as set forth herein, (1) such Purchaser Party shall have all of the
same rights and obligations of a Purchaser hereunder with respect to such assigned Forward Purchase Shares, (2) any representations, warranties,
covenants and agreements of each Purchaser and each other Purchaser Party shall be several and not joint and shall be made by each Purchaser
and any Purchaser Party, as applicable, as to itself only and not as to any other Purchaser Party and (3) references to the Purchaser
shall be deemed to be references to the applicable Purchaser Party mutatis mutandis.


 






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		(C)	Section 3 of the Agreement is hereby amended by adding the following subsections immediately after
Section 3(i):



 


(j)  No
More Favorable Terms. The Company has not entered into any agreement, side letter or other arrangement with any other investor or
prospective investor with terms that are more favorable to such other investor or prospective investor than the terms provided to Purchasers.


 


(k) SEC
Filings. As of their respective dates, all forms, reports, statements, schedules, prospectuses, proxies, registration statements or
other documents (the “SEC Reports”) required to be filed by the Company with the SEC complied in all material respects
with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC Reports, as may have been amended, comply in all material
respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time
of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
A copy of each SEC Report is available to the Purchasers via the SEC’s EDGAR system. There are no outstanding or unresolved comments
in any comment letters received by the Company from the staff of the Division of Corporation Finance of the SEC with respect to any of
the SEC Reports.


 


(l) The
Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a SPAC Material
Adverse Effect (as defined in the Business Combination Agreement). The Company has not received any written communication from a governmental
entity that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such
non-compliance, default, or violation would not be reasonably expected to have, individually or in the aggregate, a SPAC Material Adverse
Effect.


 


(m) The
Company is not, and immediately after receipt of payment for the Forward Purchase Shares and prior to the closing of the Business Combination,
will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 






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(n)  The
Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,
receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company have any knowledge or
reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.


 


(o) Each
of the Agreement and, upon delivery to each Purchaser, the Business Combination Agreement, has been authorized, executed and delivered
by the Company, and, assuming that the Agreement constitutes the valid and binding agreement of the Purchaser, the Agreement is a valid,
legal and binding obligation of the Company, enforceable against the Company 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, or (ii) principles of equity, whether considered at law or equity.


 


		(D)	Section 5 of the Agreement is hereby amended by adding the following subsection immediately after
Section 5(f):



 


(g) In
the event that the Company or DD3 Sponsor Group, LLC (the “Sponsor”) enters into an agreement, or modifies, amends or supplements
any existing agreement with any investor or prospective investor that results in any other investor or prospective investor receiving
more favorable terms in any respect than the terms contained in this Agreement or any other agreement between the Company or the Sponsor
and a Purchaser, then the Company or the Sponsor, as applicable, shall notify each Purchaser promptly (and in any event within three (3)
days) in writing of any such changes to (including all edits, additions or deletions in) the terms or conditions offered to such investor
or prospective investor in respect of the subject matter hereof or any private investment in public equity transaction in respect of the
Company and, if a Purchaser chooses to accept any of such terms or conditions, such accepted terms or conditions will be incorporated
herein, mutatis mutandis, and shall be fully enforceable by the Purchaser.


 


		(E)	Section 7(a)(iii) of the Agreement is hereby amended
and restated in its entirety as set forth below:



 


(iii) The
representations and warranties of the Company set forth in Section 3 of this Agreement, as amended by the Amendment, 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;


 






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		(F)	Section 7(a) of the Agreement is hereby amended by adding the following subsections immediately
after Section 7(a)(v):



 


(vi) The
terms of the Business Combination Agreement (as the same exists on the date of Amendment No. 1 to this Agreement) shall not have been
amended or modified in a manner, and no waiver thereunder shall have occurred, that would reasonably be expected to be materially adverse
to the economic benefits that the Purchaser would reasonably expect to receive under this Agreement, without the Purchaser’s written
consent;


 


(vii)
No Company Material Adverse Effect or SPAC Material Adverse Effect (each as defined in the Business Combination Agreement) shall have
occurred; and


 


(viii) If
the Gross Proceeds (as defined in the Business Combination Agreement) as of the Closing Date (as defined in the Business Combination Agreement)
are at least $180,000,000, neither the Company nor the Surviving Corporation (as defined in the Business Combination Agreement) shall
have directly or indirectly paid or reimbursed, or shall have any direct or indirect agreement or obligation to pay or reimburse, any
Transaction Expenses (as defined in the Business Combination Agreement), in excess of an aggregate of $18,000,000.


 


(ix) If
the Gross Proceeds as of the Closing Date are at least $65,000,000 but less than $180,000,000, neither the Company nor the Surviving Corporation
shall have directly or indirectly paid or reimbursed, or shall have any direct or indirect agreement or obligation to pay or reimburse,
any Transaction Expenses, in excess of an aggregate of the sum of:


 


(a) (i)
$4,333,333, plus (ii) an amount equal to (x) $3,666,667 multiplied by (y) a fraction, the numerator of which will be the amount by which
the Gross Proceeds as of the Closing Date exceed $65,000,000 and the denominator of which will be $115,000,000; plus


 


(b) (i)
$5,416,667, plus (ii) an amount equal to (x) $4,583,333 multiplied by (y) a fraction, the numerator of which will be the amount by which
the Gross Proceeds as of the Closing Date exceed $65,000,000 and the denominator of which will be $115,000,000.


 


		(G)	Section 8 of the Agreement is hereby amended by amending and restating in its entirety Section
8(b)(ii) as follows:



 


(ii) if
the Business Combination is not consummated on or before December 31, 2021; or


 


Section 2. Parties in
Interest. This Amendment shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Amendment,
express or implied, is intended to or shall confer upon any other person (other than the Purchaser Parties) any right, benefit or remedy
of any nature whatsoever under or by reason of this Amendment.


 






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Section 3. Entire Agreement.
This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements
and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. Except as amended
by this Amendment, the Agreement shall continue in full force and effect. In the event of any conflict between this Amendment and the
Agreement, the terms of this Amendment shall control.


 


Section 4. Counterparts.
This Amendment may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 


Section 5. Governing Law.
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed
in and to be performed in that State.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF the parties
have hereunto caused this Amendment to be duly executed as of the date first set forth above.


 


	 	PURCHASERS:
	 	 	 
	 	BARON GLOBAL ADVANTAGE FUND
	 	 	 
	 	By:  	/s/ Patrick M. Patalino
	 	Name:	Patrick M. Patalino
	 	Title:	General Counsel
	 	 	 
	 	BARON EMERGING MARKETS FUND
	 	 	 
	 	By:  	/s/ Patrick M. Patalino
	 	Name:	Patrick M. Patalino
	 	Title:	General Counsel
	 	 	 
	 	DESTINATIONS INTERNATIONAL EQUITY FUND
	 	 	 
	 	By:  	/s/ Patrick M. Patalino
	 	Name:	Patrick M. Patalino
	 	Title:	General Counsel
	 	 	 
	 	COMPANY:
	 	 	 
	 	DD3 ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Martin Werner
	 	Name:	Martin Werner
	 	Title:	Chief Executive Officer


 


 


[Signature Page to Amendment No. 1 to Forward
Purchase Agreement]