Morgan Stanley Underwriting Agreement

The Agreement or any other instrument binding on that party and (ii) any document (with the exception of the Subscription Agreement) is a valid, binding and enforceable agreement of each party (except expressly covered by the Company as set forth above). DD3 Acquisition Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other sub-authors (if any) referred to in Annex A, for whom the Representative acts as a representative (the Representative and other sub-authors who are in summary referred to as “underwriters” or, individually, “underwriter”) as follows: (c) the representative(s) must have received a certificate by the closing date, the date of the closing date and signed by an officer of the company; to the effect set forth in clause (b) above, and in the sense that the company`s warranties and guarantees contained in this Agreement as of the closing date are accurate and accurate and that the company has complied with all agreements and has fulfilled all conditions which, in turn, are fulfilled or must be fulfilled on or before the closing date. The undersigned understands that you are proposing to enter into a subscription agreement (the “Subscription Agreement”) the offer of 4,408,000 new common shares, with a par value of $0.10 each (the “Common Shares”) in the Company: (A) the Offer of 4,408,000 Common Shares, with a par value of $0.10 each (the “Common Shares”) in the Enterprise: (the “Public Offering Shares”) to investors (the “Investors”) i is scheduled for December 11, 2020 (the “first closing period”); and (B) the offering and issuance of 3,496,400 common shares (the “AQN Investment Shares” and, together with the Tender Shares, the “New Shares”) to a name of the Company`s custodian, Computershare Trustee (Jersey) Limited, which will issue shares to Algonquin Power & Utilities Corp. or a subsidiary (“AQN” and with Investo 5. Covenants of the company…