Exhibit 10.3


 


November
30, 2021


 


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,
Grand Duchy of Luxembourg


 


Ladies
and Gentlemen:


 


Reference
is made to the business combination agreement (the “Business Combination Agreement”) entered into as of June 21, 2021
by and among DD3 Acquisition Corp. II (“SPAC”), Codere Newco, S.A.U. (“Parent”), Servicios de Juego
Online, S.A.U. (the “Company”), Codere Online Luxembourg, S.A. (“Holdco”) and Codere Online U.S.
Corp. (“Merger Sub”). Capitalized terms used but not otherwise defined in this letter agreement (this “Expense
Reimbursement Agreement”) have the respective meanings ascribed thereto in the Business Combination Agreement.


 


This
Expense Reimbursement Agreement, including the representations, warranties and agreements of DD3 Sponsor Group, LLC (“Sponsor”)
and Parent set forth herein, when accepted by the SPAC and Holdco, will evidence the agreement of the parties with respect to the matters
contained in this Expense Reimbursement Agreement. Parent, Sponsor, SPAC and Holdco further agree for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, as follows:


 


1.
Sponsor, as shareholder of the SPAC, in consideration of the benefits that Sponsor will receive in connection with the Business Combination
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agrees
to reimburse Holdco, as future sole shareholder of the Surviving Corporation under the Business Combination Agreement, for the aggregate
amount of SPAC Transaction Expenses payable by the Surviving Corporation in excess of the maximum SPAC Transaction Expenses required
to be paid by the Surviving Corporation under Section 11.03 of the Business Combination Agreement. For the avoidance of doubt, notwithstanding
the references in Section 11.03 of the Business Combination Agreement to the maximum amount of SPAC Transaction Expenses payable pursuant
to each of the concepts set forth in the Transaction Expenses Table, Sponsor shall not be required to reimburse Holdco if the aggregate
maximum amount of SPAC Transaction Expenses payable by the Surviving Corporation does not exceed the aggregate maximum SPAC Transaction
Expenses required to be paid by the Surviving Corporation under Section 11.03 of the Business Combination Agreement, regardless of whether
SPAC Transaction Expenses are exceeded in one or more of the concepts set forth in the Transaction Expenses Table.


 






     


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2.
Parent, as shareholder of the Company and Merger Sub, in consideration of the benefits that Parent will receive in connection with the
Business Combination Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agrees to reimburse Holdco, as shareholder of the Company and future sole shareholder of the Surviving Corporation under the Business
Combination Agreement, for the aggregate amount of Company Transaction Expenses payable by the Surviving Corporation, Holdco, the Company
or any Company Subsidiary in excess of the maximum Company Transaction Expenses required to be paid by the Surviving Corporation under
Section 11.03 of the Business Combination Agreement. For the avoidance of doubt, notwithstanding the references in Section 11.03 of the
Business Combination Agreement to the maximum amount of Company Transaction Expenses payable pursuant to each of the concepts set forth
in the Transaction Expenses Table, Parent shall not be required to reimburse Holdco if the aggregate maximum amount of Company Transaction
Expenses payable by the Surviving Corporation, Holdco, the Company or any Company Subsidiary does not exceed the aggregate maximum Company
Transaction Expenses required to be paid by the Surviving Corporation under Section 11.03 of the Business Combination Agreement, regardless
of whether Company Transaction Expenses are exceeded in one or more of the concepts set forth in the Transaction Expenses Table.


 


3.
The Chief Financial Officer of SPAC, solely in his or her capacity as such, provided written notice to the Company of the SPAC’s
good faith estimate of the SPAC Transaction Expenses, including reasonable supporting materials for the amount of each item included
in SPAC Transaction Expenses.


 


4.
The Chief Financial Officer of the Company, solely in his or her capacity as such, provided written notice to SPAC of the Company’s
good faith estimate of the Company Transaction Expenses, including reasonable supporting materials for the amount of each item included
in Company Transaction Expenses.


 


5.
Parent and Sponsor agree that payments hereunder shall be made by wire transfer of immediately available funds to one or more accounts
designated for such purposes by Holdco. If any payments pursuant to this Expense Reimbursement Agreement are taxable, the parties shall
cooperate and use reasonable best efforts to structure any payment pursuant to this Expense Reimbursement Agreement in a manner that
reduces, minimizes or eliminates any applicable Taxes to the extent reasonably permitted under applicable Tax Law while not adversely
affecting Parent or Sponsor, as applicable, in any material respect. Notwithstanding Section 11.02 of the Business Combination Agreement,
the representations, warranties, obligations, agreements and covenants in this Expense Reimbursement Agreement shall survive the Closing.


 


6.
The obligations of Parent and Sponsor under this Expense Reimbursement Agreement are not exclusive and shall not limit any rights or
remedies which may otherwise be available to the SPAC or Holdco at law or in equity and shall be in addition to any liability which it
may otherwise have.


 



7.
This Expense Reimbursement Agreement may not be assigned by any party without the prior written consent of each other party hereto. The
provisions of this Expense Reimbursement Agreement shall be for the benefit of and enforceable by the SPAC and Holdco. No other person
shall have any rights hereunder.


 






     


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8.
If any provision of this Expense Reimbursement Agreement is held to be illegal, invalid or unenforceable, the provision shall be fully
severable; this Expense Reimbursement Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision
had never comprised a part of this Expense Reimbursement Agreement, and the remaining provisions shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Expense Reimbursement Agreement.
Furthermore, in lieu of the illegal, invalid or unenforceable provision, there shall be added automatically as a part hereof a provision
as similar in terms to the illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and, as
changed or amended, continue to reflect the original intent of the parties hereto.


 


9.
The parties to this Expense Reimbursement Agreement each agree not to disclose the existence of this Expense Reimbursement Agreement
or the contents or subject matter hereof to any other party without the prior written consent of the other parties hereto unless required
by applicable Law, judicial process, regulatory action or stock exchange rules or regulations (in which case, to the extent permitted
by such Law, process, action, rule or regulation, the non-disclosing party shall allow the other party reasonable time to comment on
the contents of such disclosure in advance of such disclosure); provided that each party may disclose the existence, contents
and subject matter of this Expense Reimbursement Agreement to its officers, directors, attorneys, agents and other representatives (“Representatives”),
so long as such party makes its Representatives aware of its confidentiality obligations pursuant to this Section 9 and agrees
to be liable for any disclosure by its Representatives of the existence of this Expense Reimbursement Agreement or the contents or subject
matter hereof except to the extent permitted hereby, and that this Expense Reimbursement Agreement may be described in, and filed as
an exhibit to, any registration statement of Holdco filed with the U.S. Securities and Exchange Commission. Nothing contained herein
shall limit the SPAC or Holdco from disclosing this Expense Reimbursement Agreement and the subject matter hereof in connection with
the enforcement of their rights hereunder.


 


10.
The provisions of Section 11.01 (including Sponsor, which details are set forth below), 11.07, 11.08, and 11.12 of the Business
Combination Agreement are incorporated herein and shall apply to this Expense Reimbursement Agreement, mutatis
mutandis.


 


if
to Sponsor, to:


 


DD3
Sponsor Group, LLC


Pedregal
24, 3rd Floor, Interior 300


Colonia
Molino del Rey, Del. Miguel Hidalgo


11040
Mexico City, Mexico

Attention: Jorge Combe

Email: jorge.combe@dd3.mx


 






     


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with
a copy to:


 


Greenberg
Traurig, P.A.

333 SE 2nd Ave., Suite 4400

Miami, FL 33131

Attention: Alan Annex

Email: annexa@gtlaw.com


 


11.
This Expense Reimbursement Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.


 


[Signature
page follows]


 






     


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	 	Very truly
    yours,
	 	 
	 	Codere Newco,
    S.A.U.
	 	 
	 	By: 	/s/
    Vicente di Loreto
	 	Name: 	Vicente di Loreto
	 	Title: 	Authorized Signatory
	 	 
	 	DD3 Sponsor
    Group, LLC
	 	 
	 	By: 	/s/
    Jorge Combe
	 	Name: 	Jorge Combe
	 	Title: 	Manager



 


	Accepted and
    agreed by,	 
	 	 
	DD3 Acquisition
    Corp. II	 
	 	 
	By: 	/s/
    Martin Werner	 
	Name: 	Martin Werner	 
	Title: 	Chief Executive Officer	 
	 	 
	Codere Online
    Luxembourg, S.A.	 
	 	 
	By: 	/s/
    Moshe Edree	 
	Name: 	Moshe Edree	 
	Title: 	Managing Director	 



 


[Signature
page to Expense Reimbursement Agreement]