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
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).
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...Sponsor Letter Agreement • November 8th, 2021 • Duddell Street Acquisition Corp. • 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.
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, 2021Merger Agreement • November 8th, 2021 • Duddell Street Acquisition Corp. • Blank checks • Delaware
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).
