REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2020, is made and entered into by and among Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Duddell Street Holdings Limited, a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2020, by and between Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Peter Lee Coker Jr. (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 1st, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 2nd, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 28, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Duddell Street Holdings Limited, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is dated as of December 8, 2023, by and among FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the several signatories hereto (each, including its successors and assigns, a “Holder” and collectively, the “Holders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 202[_], is made and entered into by and among FiscalNote Holdings, Inc., a Delaware corporation domesticated from Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), Duddell Street Holdings Limited, a Cayman Islands limited liability company (“Sponsor”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with Sponsor and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, an “Existing Holder” and collectively, the “Existing Holders”), and the undersigned parties listed as a New Holder on the signature pages hereto (each such party, together with any other person deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “New Holder” and collectively, the “New Holders”). Capital
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2020 • Duddell Street Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of August 28, 2020, is made and entered into by and between Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maso Capital Offshore Limited, a Cayman Islands exempted company (the “Buyer”).
Duddell Street Acquisition Corp. 8/F Printing House, 6 Duddell Street, Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 2nd, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BofA Securities, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statem
WARRANT AGREEMENT between DUDDELL STREET ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 2nd, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 28, 2020, is by and between Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
DUDDELL STREET ACQUISITION CORP. a Cayman Islands exempted company 17,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2020 • Duddell Street Acquisition Corp. • Blank checks • New York
Duddell Street Acquisition Corp. (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of units of the Company. Each unit (“Unit(s)”) consists of one class A ordinary share, par value $0.0001 (“Class A Ordinary Share(s)”) and one-half of one redeemable warrant of the Company (“Warrant(s)”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,625,000 additional Units. The aforesaid 17,500,000 Units (t
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2021 • Duddell Street Acquisition Corp. • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) dated as of November 7, 2021, among Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec • Delaware
This Employment Agreement (the “Agreement”), entered into as of July 29, 2022 (the “Agreement Date”), is made by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and Jon Slabaugh (“Executive” and together with the Company, the “Parties”). This Agreement will become effective as a binding contract as of the “Effective Time” of the merger contemplated by the Agreement and Plan of Merger dated as of November 7, 2021 (the “Business Combination Agreement”) by and among by and among FiscalNote Holdings, Inc., a Delaware corporation, Merger Sub, Inc., a Delaware corporation and the Company’s predecessor Duddell Street Acquisition Corp. (the “Effective Date”).
FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan NOTICE OF RESTRICTED STOCK UNIT AWARDNotice of Restricted Stock Unit Award • April 18th, 2022 • Duddell Street Acquisition Corp. • Services-business services, nec • Delaware
[FiscalNote Pubco] (“Company”) has awarded to you (“Participant”) restricted stock units (“RSUs”) covering the number of Shares set forth below (the “RSU Award”) under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the RSUs consists of (a) this Notice of Restricted Stock Unit Award (this “Notice”), and (b) the attached Standard Terms and Conditions for Restricted Stock Units (RSUs) (the “RSU Terms and Conditions”). Capitalized terms used but not defined in this Award Agreement will have the same meanings specified in the Plan.
FIRST AMENDMENT TO BACKSTOP AGREEMENTBackstop Agreement • May 9th, 2022 • Duddell Street Acquisition Corp. • Services-business services, nec
This First Amendment to Backstop Agreement (this “Amendment”), dated as of May 9, 2022, is entered into by and among the undersigned and amends that certain Backstop Agreement, dated as of November 7, 2021 (the “Backstop Agreement”), by and among Duddell Street Acquisition Corp., a Cayman Islands exempted company (together with its successors, “DSAC”), Maso Capital Investments Limited, a Cayman Islands exempted company (“MCIL”), Blackwell Partners LLC – Series A, a Delaware limited liability company (“Blackwell”), and Star V Partners LLC, a Tennessee limited liability company (“Star” and together with MCIL and Blackwell, collectively, the “Purchasers” and each, a “Purchaser”). The Purchasers, together with DSAC and FiscalNote Holdings, Inc., are referred to herein as the “Parties” and each a “Party.” Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Backstop Agreement.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Credit and Guaranty Agreement • May 17th, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec • New York
This JOINDER AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Joinder and Second Amendment”) is dated as of May 16, 2023 (the “Effective Date”), by and among FISCALNOTE, INC., a Delaware corporation (“Borrower Representative”), each of the undersigned Persons that are party to the Existing Credit Agreement (as defined below) as borrowers (together with Borrower Representative, collectively the “Borrowers”), OXFORD ANALYTICA LIMITED, a private limited company registered under the laws of England and Wales under company number 01196703 (“Oxford”) and DRAGONFLY EYE LIMITED, a private limited company registered under the laws of England and Wales under company number 12144978 (“Dragonfly” and together with Oxford, each a “New Guarantor” and each New Guarantor together with the Borrowers, collectively the “Loan Parties”), each of the undersigned Lenders, constituting Required Lenders (as defined in the Existing Credit Agreement) and RUNWAY GROWTH FINAN
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2024 • FiscalNote Holdings, Inc. • Services-business services, nec • Delaware
This Amended and Restated Employment Agreement (the “Agreement”), entered into as of November 12, 2024 (the “Agreement Date”) and effective as of January 1, 2025 (the “Effective Date”), is made by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and Timothy Hwang (“Executive” and together with the Company, the “Parties”). This Agreement amends and restates, and otherwise replaces in its entirety, as of the Effective Date, the Employment Agreement entered into between the Parties dated July 29, 2022 (the “Prior Agreement”).
FISCALNOTE HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2022 • FiscalNote Holdings, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of the 29th day of July, 2022, by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the individual signatory hereto (“Indemnitee”).
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE...Subordination Agreement • May 5th, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec • New York
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JANUARY 17, 2023 BY AND AMONG THE REPRESENTATIVE OF THE SUBORDINATED LENDER IDENTIFIED THEREIN AND RUNWAY GROWTH FINANCE CORP. IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF FISCALNOTE, INC., CQ-ROLL CALL, INC., VOTERVOICE, L.L.C., CAPITOL ADVANTAGE LLC, AND SANDHILL STRATEGY, LLC, TO AGENT AND SENIOR LENDERS (AS DEFINED THEREIN) AND LIENS AND SECURITY INTERESTS OF AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT; AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. IN CASE OF A
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 8th, 2021 • Duddell Street Acquisition Corp. • Blank checks
WHEREAS, pursuant to and subject to the terms and conditions of that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Merger Agreement”), by and among DSAC Grassroots Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of DSAC (“Merger Sub”), and the Company, among other matters, (i) DSAC will domesticate as a Delaware corporation in accordance with the DGCL and the Cayman Islands Companies Law, and (ii) the Company will merge with and into Merger Sub (the “Merger”), with the Company continuing as the surviving corporation;
Duddell Street Acquisition Corp. 8/F Printing House Attention: Manoj Jain, Chief Executive Officer Email: manoj.jain@masocapital.com FiscalNote Holdings, Inc. Washington D.C. 20004 Attention: Josh Resnik, SVP, General Counsel and Chief Content Officer...Duddell Street Acquisition Corp. • November 8th, 2021 • Blank checks
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Merger Agreement”) by and among Duddell Street Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication, “DSAC”) and FiscalNote Holdings, Inc., a Delaware corporation (together with its successors, including the surviving corporation in the Merger, the “Company”). Any capitalized term used in this Sponsor Letter Agreement (this “Sponsor Letter Agreement”) but not defined herein will have the meaning ascribed thereto in the Merger Agreement.
FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan NOTICE OF RESTRICTED STOCK UNIT AWARDAward Agreement • May 9th, 2022 • Duddell Street Acquisition Corp. • Services-business services, nec • Delaware
[FiscalNote Pubco] (“Company”) has awarded to you (“Participant”) restricted stock units (“RSUs”) covering the number of Shares set forth below (the “RSU Award”) under the FiscalNote Holdings, Inc. 2022 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the RSUs consists of (a) this Notice of Restricted Stock Unit Award (this “Notice”), and (b) the attached Standard Terms and Conditions for Restricted Stock Units (RSUs) (the “RSU Terms and Conditions”). Capitalized terms used but not defined in this Award Agreement will have the same meanings specified in the Plan.
AGREEMENT AND PLAN OF MERGER by and among Duddell Street ACQUISITION CORP., GRASSROOTS MERGER SUB, INC., and FiscalNote Holdings, INC. dated as of November 7, 2021Agreement and Plan of Merger • November 8th, 2021 • Duddell Street Acquisition Corp. • Blank checks • Delaware
AI COPILOT PARTNERSHIP AGREEMENTCopilot Partnership Agreement • December 11th, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec • New York
This AI Copilot Partnership Agreement (“Agreement”) is made and entered into as of December 8, 2023 (the “Effective Date”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Parent”), FiscalNote, Inc., a Delaware corporation (“FiscalNote” and together with Parent, the “FN Parties”), and EGT-East, LLC, a Delaware limited liability company (“ERA”). Parent, FiscalNote and ERA are referred to herein collectively as the “Parties” and each, individually, as a “Party”.
FISCALNOTE HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2024 • FiscalNote Holdings, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of the 2nd day of May 2024, by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the individual signatory hereto (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 3rd, 2021 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 18, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Duddell Street Holdings Limited, a Cayman Islands exempted company (the “Purchaser”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Sale and Purchase Agreement • May 5th, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec
EXCHANGE AND SETTLEMENT AGREEMENTExchange and Settlement Agreement • July 3rd, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec • New York
This Exchange and Settlement Agreement (this “Agreement”) is made and entered into as of June 30, 2023, by and among FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and GPO FN Noteholder, LLC (the “Investor”). The Company and the Investor are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party”.
LETTER AGREEMENTLetter Agreement • April 12th, 2024 • FiscalNote Holdings, Inc. • Services-business services, nec • New York
This Letter Agreement (this “Agreement”), dated as of April 11, 2024, by and between EGT-East, LLC, a Delaware limited liability company (the “Investor”), and FiscalNote Holdings, Inc., a Delaware corporation (the “Company” and, together with the Investor, the “Parties”), modifies certain terms of those certain Senior Subordinated Convertible Promissory Notes made by the Company in favor of the Investor as of each of December 8, 2023 and January 5, 2024 (each, a “Note” and, together, the “Notes”). Capitalized terms used and not defined herein have the respective meanings assigned to them in each Note.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 18th, 2022 • Duddell Street Acquisition Corp. • Services-business services, nec
This Stock Purchase Agreement (this “Agreement”), dated as of December 28, 2021, is entered into by and among FiscalNote Holdings, Inc., a Delaware corporation (“Buyer”) and each of the stockholders of the Company (as defined below) who are signatories hereto (each a “Seller” and collectively, the “Sellers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2022 • FiscalNote Holdings, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2022, is made and entered into by and among FiscalNote Holdings, Inc., a Delaware corporation domesticated from Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), Duddell Street Holdings Limited, a Cayman Islands limited liability company (“Sponsor”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with Sponsor and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, an “Existing Holder” and collectively, the “Existing Holders”), and the undersigned parties listed as a New Holder on the signature pages hereto (each such party, together with any other person deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “New Holder” and collectively, the “New Holders”). Capitalize
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 8, 2023, by and between FISCALNOTE HOLDINGS, INC., a Delaware corporation, with headquarters located at 1201 Pennsylvania Ave NW, 6th Floor, Washington, D.C. 20004 (the “Company”), and EGT-EAST, LLC, a Delaware limited liability company, with its address at [***] (the “Buyer”). The Company and the Buyer are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties”.
EQUITY PURCHASE AGREEMENT by and among EXEC CONNECT INTERMEDIATE LLC, FISCALNOTE BOARDS LLC and FISCALNOTE, INC. March 11, 2024Equity Purchase Agreement • March 15th, 2024 • FiscalNote Holdings, Inc. • Services-business services, nec • Delaware
This Equity Purchase Agreement (this “Agreement”) is entered into as of March 11, 2024 (the “Closing Date”), by and among Exec Connect Intermediate LLC, a Delaware limited liability company (the “Buyer”), FiscalNote Boards LLC, a Texas limited liability company (the “Company”), and FiscalNote, Inc., a Delaware corporation (the “Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms on Annex A attached hereto, which is incorporated herein by reference.
BACKSTOP AGREEMENTBackstop Agreement • November 8th, 2021 • Duddell Street Acquisition Corp. • Blank checks • Delaware
Backstop Agreement (this “Agreement”), dated as of November 7, 2021, among (i) Duddell Street Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication, “DSAC”), and (ii) Maso Capital Investments Limited, a Cayman Islands exempted company (“MCIL”), Blackwell Partners LLC - Series A, a Delaware limited liability company (“Blackwell”), and Star V Partners LLC, a Tennessee limited liability company (“Star” and together with MCIL and Blackwell, collectively, the “Purchasers” and each, a “Purchaser”). For purposes of this Agreement, DSAC and the Purchasers are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
