Exhibit 10.5


 


BACKSTOP AGREEMENT


 


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).


 


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”), among DSAC, Grassroots Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of DSAC (“Merger Sub”), and FiscalNote Holdings, Inc., a Delaware corporation (together with its successors,
including the surviving corporation in the Merger (as defined below), 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;


 


WHEREAS, in connection with the entry into the
Merger Agreement, the Purchasers have allocated and committed up to one hundred seventy five million dollars ($175,000,000) to subscribe
for a number of shares of Newco Class A Common Stock, subject to the aggregate number of DSAC Ordinary Shares that are redeemed (and
for which redemptions are not subsequently withdrawn in accordance with the DSAC Governing Document) by the Pre-Closing DSAC Holders pursuant
to the DSAC Shareholder Redemption Right, if any (the “DSAC Redeemed Shares”); and


 


WHEREAS, the Purchasers are now entering into this
Agreement with DSAC, whereby at the Closing under the Merger Agreement, the Purchasers will acquire, and DSAC will issue and sell to the
Purchasers, shares of Newco Class A Common Stock, on a private placement basis, solely to the extent necessary to fund up to the
DSAC Shareholder Redemption Amount (as defined below) on a share for share basis, on the terms and conditions set forth herein (the “Backstop
Purchase Shares”).


 






     


     


    

 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.            Backstop
Limit; Backstop Notice.


 


(a)            Notwithstanding
anything to the contrary in this Agreement, the Purchasers shall not be required to fund any amount pursuant to this Agreement that is
greater than the product of the Redemption Price (as defined in the DSAC Governing Document), multiplied by the DSAC Redeemed Shares
(the “DSAC Shareholder Redemption Amount”).


 


(b)            DSAC
shall deliver a written notice (the “Backstop Notice”) to the Purchasers at least ten (10) Business Days prior
to the Closing Date setting forth:


 


(i)            the
total number of DSAC Redeemed Shares;


 


(ii)           the
Subscription Amount;


 


(iii)          the
resulting BPS Purchase Price (as defined below) (as calculated in accordance with Section 2(a)), which amount, for the avoidance
of doubt, shall in no event be greater than the DSAC Shareholder Redemption Amount; and


 


(iv)          DSAC’s
wire instructions.


 


“Subscription Amount” means
a number of Backstop Purchase Shares equal to that number of Backstop Purchase Shares, if any, that would be required to be sold hereunder,
at a purchase price of $10.00 per share, such that the product of the number of the Backstop Purchase Shares multiplied by $10.00
shall equal the lesser of (i) the DSAC Shareholder Redemption Amount or (ii) $175,000,000. Notwithstanding the foregoing, for
the avoidance of doubt, the “Subscription Amount” shall not include any shares of Newco Common Stock in respect of DSAC Ordinary
Share redemptions that have been subsequently withdrawn in accordance with the DSAC Governing Document. Only one (1) Backstop Notice
may be delivered hereunder.


 


2.            Sale
and Purchase.


 


(a)            Subject
to the terms and conditions hereof, following delivery of the Backstop Notice by DSAC to the Purchasers hereunder, DSAC shall issue and
sell to the Purchasers, and the Purchasers shall purchase from DSAC a number of Backstop Purchase Shares equal to the Subscription Amount
for an aggregate purchase price equal to the product of (x) $10.00 multiplied by (y) the number of Backstop
Purchase Shares to be issued and sold hereunder (such aggregate purchase price, the “BPS Purchase Price”). The numbers
of shares, per share amounts and purchase price of the Backstop Purchase Shares and the BPS Purchase Price, as applicable, shall be appropriately
adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof.
Each Purchaser’s obligations hereunder shall be joint and several with the obligations of the other Purchasers.


 






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(b)            The
closing of the sale of the Backstop Purchase Shares (the “BPS Closing”) shall be held simultaneously with the closing
of the PIPE Financing and immediately prior to the Effective Time. At the BPS Closing, DSAC shall issue to the Purchasers (or the funds,
accounts and/or assignees designated by the Purchasers in accordance with this Agreement if so designated by the Purchasers, or its nominee
in accordance with its delivery instructions) or to a custodian designated by any Purchaser, as applicable, in each case prior to the
BPS Closing, the Backstop Purchase Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under
state or federal securities laws), which Backstop Purchase Shares, unless otherwise determined by DSAC, shall be uncertificated, with
record ownership reflected only in the register of shareholders of DSAC (a copy of which showing the Purchasers and/or their designees
as the owners of the relevant Backstop Purchase Shares on and as of the Closing Date shall be provided to the Purchasers on the Closing
Date or promptly thereafter).


 


(c)            The
Purchasers shall enter into the Amended and Restated Registration Rights Agreement at Closing, and the Purchasers shall have certain registration
rights with respect to the Backstop Purchase Shares as referenced therein (the “Registration Rights”).


 


3.            Restriction
on Sale of Backstop Purchase Shares.


 


(a)            Each
Purchaser hereby agrees and covenants that, such Purchaser will not, (i) during the period from the Closing Date and ending on the
date that is 180 days following after the Closing Date (the “Initial Lock-Up Period”), Transfer any of the Backstop
Purchase Shares (collectively, the “Restricted Securities”), and (ii) during the period from the date that is
180 days following after the Closing Date and ending on the first anniversary of the Closing Date (the “Subsequent Lock-Up Period”
and together with the Initial Lock-Up Period, the “Lock-Up Period”), Transfer more than 50% of each type of the Restricted
Securities (any Transfer prohibited under clause (i) or (ii) above, a “Prohibited Transfer”). If any Prohibited
Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void
ab initio, and DSAC shall refuse to recognize any such purported transferee of such Restricted Securities as one of its equity
holders for any purpose. In order to enforce this Section 3, DSAC may impose stop-transfer instructions with respect to the Restricted
Securities of Sponsor until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted
Securities reflecting the restrictions under this Section 3.


 






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(b)            Notwithstanding
the provisions set forth in Section 3(a), the following Transfers of Restricted Securities during the Lock-Up Period are permitted:
(i) to DSAC’s officers or directors, or any Affiliates or family members of any of DSAC’s officers or directors; (ii) in
the case of an individual, Transfers by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of
which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in
the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case
of an individual, Transfers pursuant to a qualified domestic relations order; (v) in the case of an entity, Transfers to a stockholder,
partner, member or Affiliate of such entity; (vi) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s
organization and the entity’s organizational documents upon dissolution of the entity; (vii) transactions relating to Newco
Common Stock or other securities convertible into or exercisable or exchangeable for Newco Common Stock acquired in open market transactions
after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5
or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period; (viii) the exercise of any options
or warrants to purchase Newco Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing
such options or warrants permit exercises on a cashless basis); (ix) Transfers to Newco or the Surviving Corporation to satisfy tax
withholding obligations pursuant to the Surviving Corporation’s equity incentive plans or arrangements; (x) the entry, by the
applicable holder of the Restricted Securities that is party hereto, at any time after the Closing, of any trading plan providing for
the sale of Newco Common Stock by such holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities
Exchange Act of 1934, as amended, provided, however, that such plan does not provide for, or permit, any Prohibited Transfer
and no public announcement or filing is voluntarily made or required regarding such plan during the Initial Lock-Up Period; (xi) transactions
in the event of DSAC’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
which results in all of the equityholders of the Surviving Company or Newco, as applicable, having the right to exchange their equity
interests of Newco for cash, securities or other property; (xii) Transfers by a party hereto in sell-to-cover transactions to satisfy
tax obligations of such party in connection with such party’s receipt of Newco Common Stock following the vesting and settlement
of Company RSUs, if applicable; provided, however, that, in the case of the foregoing clauses (i) through (vi) and
(xii), for such Transfer to be effective, the transferee must enter into a written agreement with DSAC agreeing to be bound by this Section 3.
The transferees with respect to any of the Transfers described in clauses (i) through (vi) of the preceding sentence are referred
to herein as “Permitted Transferees.”


 


(c)            For
purposes of this Agreement, “Transfer” means the (i) sale or assignment of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect
to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).


 


(d)            For
purposes of this Section 3, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other
lineal descendant (including by adoption), father, mother, brother or sister of the Shareholder; and “affiliate” shall have
the meaning set forth in Rule 405 under the Securities Act.


 






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4.            Representations
and Warranties of Purchasers. Each Purchaser represents and warrants to DSAC as follows:


 


(a)            Organization.
Such Purchaser is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which
it is incorporated, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby are within such Purchaser’s corporate or organizational powers and have been duly authorized by
all necessary corporate or organizational action on the part of such Purchaser.


 


(b)            Authority.
This Agreement has been duly executed and delivered by such Purchaser and, assuming the due authorization, execution and delivery hereof
by DSAC and that this Agreement constitutes a legally valid and binding agreement of DSAC, this Agreement constitutes a legally valid
and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with the terms hereof (subject only to the
effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of
law governing specific performance, injunctive relief and other equitable remedies).


 


(c)            Non-Contravention.
The execution and delivery of this Agreement by such Purchaser does not, and the performance by such Purchaser of its obligations hereunder
will not, (i) result in a violation of Applicable Law, except for such violations which would not reasonably be expected, individually
or in the aggregate, to have a material effect upon such Purchaser’s ability to perform its obligations hereunder, (ii) conflict
with or result in a violation of the governing documents of such Purchaser, or (iii) require any consent or approval that has not
been given or other action (including notice of payment or any filing with any Governmental Authority) that has not been taken by any
Person (including under any Contract binding upon such Purchaser), except where the failure to obtain such consents or to take such actions
would not reasonably be expected, individually or in the aggregate, to have a material effect upon such Purchaser’s ability to perform
its obligations under this Agreement or to consummate the transactions contemplated thereby.


 


(d)            Legal
Proceedings. There is no Action pending against, or to the knowledge of such Purchaser, threatened against such Purchaser or any of
its Affiliates, by or before (or that would be by or before) any Governmental Authority or arbitrator that, if determined or resolved
adversely in accordance with the plaintiff’s demands, would reasonably be expected, individually or in the aggregate, to prevent
or enjoin such Purchaser’s performance of its obligations under this Agreement. None of such Purchaser or any of its Affiliates
is subject to any Governmental Order that would reasonably be expected, individually or in the aggregate, to prevent or enjoin such Purchaser’s
performance of its obligations under this Agreement.


 


(e)            Restricted
Securities. Such Purchaser understands that the sale of the Backstop Purchase Shares to such Purchaser has not been, and will not
be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations
as expressed herein. Such Purchaser understands that the Backstop Purchase Shares are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, such Purchaser must hold the Backstop Purchase Shares indefinitely
unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. Such Purchaser acknowledges that DSAC has no obligation to register or qualify the Backstop Purchase Shares for resale,
except pursuant to the Registration Rights.


 






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(f)            Accredited
Investor. Such Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


(g)            Adequacy
of Financing. Such Purchaser has, or will have at the BPS Closing, available to it sufficient clear funds to satisfy its obligations
under this Agreement, without restriction or conditions on payment to DSAC except as provided hereunder.


 


(h)            Purchaser’s
Knowledge and Skill. Such Purchaser has knowledge, skill and experience in financial, business and investment matters relating to
investments of this type and is capable of evaluating the merits and risks of such investment and protecting its interests in connection
with the acquisition of Backstop Purchase Shares.


 


(i)            No
Other Representations or Warranties. Such Purchaser acknowledges that neither DSAC nor any of its representatives has made or makes
any representation or warranty to such Purchaser in respect of DSAC, the Company or the transactions contemplated by the Merger Agreement
other than, in the case of DSAC, the representations and warranties contained in this Agreement.


 


5.            Representations
and Warranties of DSAC. DSAC represents and warrants to each Purchaser as follows:


 


(a)            Organization.
DSAC is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated,
organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby are within DSAC’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational
action on the part of DSAC.


 


(b)            Authority.
This Agreement has been duly executed and delivered by DSAC and, assuming the due authorization, execution and delivery hereof by the
Purchasers and that this Agreement constitutes a legally valid and binding agreement of the Purchasers, this Agreement constitutes a legally
valid and binding obligation of DSAC, enforceable against DSAC in accordance with the terms hereof (subject only to the effect, if any,
of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of
law governing specific performance, injunctive relief and other equitable remedies).


 






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(c)            Non-Contravention.
The execution and delivery of this Agreement by DSAC does not, and the performance by DSAC of its obligations hereunder will not, (i) result
in a violation of Applicable Law, except for such violations which would not reasonably be expected, individually or in the aggregate,
to have a material effect upon DSAC’s ability to perform its obligations hereunder, (ii) conflict with or result in a violation
of the governing documents of DSAC, or (iii) require any consent or approval that has not been given or other action (including notice
of payment or any filing with any Governmental Authority) that has not been taken by any Person (including under any Contract binding
upon DSAC), except where the failure to obtain such consents or to take such actions would not reasonably be expected, individually or
in the aggregate, to have a material effect upon DSAC’s ability to perform its obligations under this Agreement or to consummate
the transactions contemplated thereby.


 


(d)            Legal
Proceedings. There is no Action pending against, or to the knowledge of DSAC, threatened against DSAC or any of its Affiliates, by
or before (or that would be by or before) any Governmental Authority or arbitrator that, if determined or resolved adversely in accordance
with the plaintiff’s demands, would reasonably be expected, individually or in the aggregate, to prevent or enjoin DSAC’s
performance of its obligations under this Agreement. None of DSAC or any of its Affiliates is subject to any Governmental Order that would
reasonably be expected, individually or in the aggregate, to prevent or enjoin DSAC’s performance of its obligations under this
Agreement.


 


(e)            Capitalization.
As of the date hereof and as of immediately prior to the BPS Closing, the authorized share capital of DSAC consists of 180,000,000 Class A
Ordinary Shares, 20,000,000 DSAC Class B Ordinary Shares and 1,000,000 preference shares, $0.0001 par value each.


 


(f)            Valid
Issuance of Backstop Purchase Shares. The Backstop Purchase Shares, when issued, sold and delivered in accordance with the terms and
for the consideration set forth in this Agreement and registered in the register of members of DSAC, will be validly issued, fully paid
and nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and
restrictions on transfer, other than restrictions on transfer specified under this Agreement, applicable state and federal securities
laws and liens or encumbrances created by or imposed by such Purchaser.


 


(g)            No
General Solicitation. Neither DSAC, nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly,
including through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement in connection
with the sale of the Backstop Purchase Shares.


 


(h)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 5 and in any certificate or agreement delivered pursuant hereto, DSAC has not made, does not make and shall not be deemed
to make any other express or implied representation or warranty with respect to DSAC, the sale and purchase of the Backstop Purchase Shares,
the transactions contemplated by the Merger Agreement or a potential business combination, and DSAC disclaims any such representation
or warranty. Except for the specific representations and warranties expressly made by such Purchaser in Section 4 and in any certificate
or agreement delivered pursuant hereto, DSAC specifically disclaims that it is relying upon any other representations or warranties that
may have been made by such Purchaser. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5(h) shall
limit any claim or cause of action (or recovery in connection therewith) with respect to fraud.


 






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6.            Trust
Account. Each Purchaser acknowledges that DSAC is a blank check company with the powers and privileges to effect a Business Combination.
Each Purchaser further acknowledges that, as described in the Prospectus, substantially all of DSAC’s assets consist of the cash
proceeds of DSAC’s initial public offering and private placements of its securities and substantially all of those proceeds have
been deposited in the Trust Account for the benefit of DSAC, certain of its public shareholders and the underwriters of DSAC’s initial
public offering. Each Purchaser acknowledges that, except with respect to interest earned on the funds held in the Trust Account that
may be released to DSAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth
in the Prospectus. For and in consideration of DSAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged,
each Purchaser hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to
any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result
of, or arising out of, this Agreement, any Ancillary Agreement, and any negotiations, contracts or agreements with DSAC or any other Person;
provided, however, that nothing in this Section 6 shall amend, limit, alter, change, supersede or otherwise modify the right
of such Purchaser to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring
or seek a claim for Damages against DSAC, or any of its successors or assigns, for any breach of this Agreement (but such claim shall
not be against the Trust Account or any funds distributed from the Trust Account to holders of DSAC Ordinary Shares in accordance with
the DSAC Governing Document and the Trust Agreement).


 


7.            BPS
Closing Conditions.


 


(a)            The
obligation of the Purchasers to purchase the Backstop Purchase Shares at the BPS Closing under this Agreement shall be subject to the
fulfillment, at or prior to the BPS Closing of each of the following conditions, any of which, to the extent permitted by Applicable Laws,
may be waived by the Purchasers:


 


(i)            the
transactions contemplated by the Merger Agreement shall be consummated substantially concurrently with, and immediately following, the
purchase of the Backstop Purchase Shares;


 


(ii)            all
conditions precedent to Closing set forth in the Merger Agreement shall have been satisfied or waived (other than those conditions which,
by their nature, are to be satisfied upon Closing); and


 


(iii)            no
provision of Applicable Law, and no judgment, injunction, order or decree of any applicable Governmental Authority, shall prohibit the
consummation of the transactions contemplated hereby.


 






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(b)            The
obligation of DSAC to sell the Backstop Purchase Shares at the BPS Closing under this Agreement shall be subject to the fulfillment, at
or prior to the BPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived
by DSAC:


 


(i)            the
transactions contemplated by the Merger Agreement shall be consummated substantially concurrently with, and immediately following, the
purchase of the Backstop Purchase Shares;


 


(ii)            the
representations and warranties of each Purchaser set forth in Section 4 shall have been true and correct as of the date hereof and
shall be true and correct as of the BPS Closing, 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 such Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii)            Each
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the BPS Closing; and


 


(iv)            no
provision of Applicable Law, and no judgment, injunction, order or decree of any applicable Governmental Authority, shall prohibit the
consummation of the transactions contemplated hereby.


 


8.            Termination.
This Agreement may be terminated at any time prior to the BPS Closing:


 


(a)            by
written consent of each of DSAC, the Purchasers and the Company; or


 


(b)            automatically:


 


(i)            upon
the consummation of the Merger without the sale to the Purchasers of any Backstop Purchase Shares (whether or not a Backstop Notice has
been delivered); or


 


(ii)            upon
the termination of the Merger Agreement, as provided under the terms therein.


 






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In the event of any termination of this Agreement
pursuant to this Section 8, the BPS Purchase Price, if previously paid, and all Purchasers’ funds paid in connection herewith
shall be promptly returned to the Purchasers in accordance with written instructions provided by the Purchasers to DSAC, and thereafter
this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchasers or DSAC and
their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party
shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from
liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or
agreements contained in this Agreement. Section 6 shall survive termination of this Agreement.


 


9.            General
Provisions.


 


(a)            Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight
mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and
received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by
email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:


 


	 	(i)	If to the Purchasers, to:
	 	 	 
	 	 	Maso Capital Investments Limited, Blackwell Partners LLC – Series A and Star V Partners LLC
	 	 	8/F Printing House, 6 Duddell Street, Hong Kong
	 	 	Attention: Manoj Jain, Chief Executive Officer
	 	 	Email: manoj.jain@masocapital.com
	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	 	Davis Polk & Wardwell LLP
	 	 	The Hong Kong Club Building
	 	 	3A Chater Road, Hong Kong
	 	 	Attention: Miranda So
	 	 	James Lin
	 	 	Sam Kelso
	 	 	Email: miranda.so@davispolk.com
	 	 	james.lin@davispolk.com
	 	 	sam.kelso@davispolk.com
	 	 	 
	 	(ii)	If to DSAC, to:
	 	 	 
	 	 	Duddell Street Acquisition Corp.
	 	 	8/F Printing House, 6 Duddell Street, Hong Kong
	 	 	Attention: Manoj Jain, Chief Executive Officer
	 	 	Email: manoj.jain@masocapital.com



 






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	 	 	with a copy (which shall not constitute notice), (1) if prior to Closing, to:
	 	 	 
	 	 	Davis Polk & Wardwell LLP
	 	 	The Hong Kong Club Building
	 	 	3A Chater Road, Hong Kong
	 	 	Attention: Miranda So
	 	 	James Lin
	 	 	Sam Kelso
	 	 	Email: miranda.so@davispolk.com
	 	 	james.lin@davispolk.com
	 	 	sam.kelso@davispolk.com
	 	 	 
	 	 	or (2) if following Closing to:
	 	 	 
	 	 	FiscalNote Holdings, Inc.
	 	 	1201 Pennsylvania Avenue NW
	 	 	Washington D.C. 20004
	 	 	Attention: Josh Resnik,
	 	 	SVP, General Counsel and Chief Content Officer
	 	 	Email: josh.resnik@fiscalnote.com
	 	 	 
	 	 	with a copy (which copy shall not constitute notice) to:
	 	 	 
	 	 	Paul Hastings LLP
	 	 	875 15th Street, NW Suite 10
	 	 	Washington D.C. 20005
	 	 	Attention: Brandon Bortner
	 	 	James Shea
	 	 	Steve Camahort
	 	 	Email: brandonbortner@paulhastings.com
	 	 	jamesshea@paulhastings.com
	 	 	stevecamahort@paulhastings.com



 


(b)            Entire
Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered
into relating to the subject matter hereof.


 


(c)            No
Third Party Beneficiaries; Exception. Except to the extent expressly set forth in Sections 8(a), 9(e), 9(j) and 9(q), this Agreement
shall be binding on, and inure solely to the benefit of, the Parties and their respective successors and assigns, and nothing set forth
in this Agreement shall be construed to confer upon or give any Person, other than the Parties and their respective successors and permitted
assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause DSAC to enforce, this Agreement; provided, however,
that the Company is the intended third party beneficiary of this Agreement.


 


(d)            Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 






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(e)            Assignments.
Except as otherwise specifically provided herein, no Party may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other Parties and the Company. Notwithstanding the foregoing, any Purchaser may assign
and delegate all or a portion of its rights, interests and obligations hereunder to one or more other persons upon prior written notice
to DSAC and the Company; provided,  that (i) such assignee(s) agrees in writing to be bound by the terms hereof,
and upon such assignment by any Purchaser, the assignee(s) shall become a Purchaser hereunder and have the rights and obligations
and be deemed to make the representations and warranties of a Purchaser provided for herein to the extent of such assignment, and (ii) no
such assignment or delegation shall relieve such assigning Purchaser of its obligations hereunder (including its obligation to purchase
the Backstop Purchase Shares) and each of the Company and DSAC shall be entitled to pursue all rights and remedies against such Purchaser
in respect its obligations subject to the terms and conditions hereof. Any purported assignment or assumption of this Agreement or any
right or obligation hereunder in contravention of this Section 9(e) shall be void ab initio.


 


(f)            Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that
the Parties need not sign the same counterpart.


 


(g)            Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


(h)            Governing
Law. This Agreement, and all Actions based upon, arising out of, or related to this Agreement or the transactions contemplated hereby,
shall be governed by, and construed in accordance with, Applicable Laws of the State of Delaware, without giving effect to principles
or rules of conflict of laws to the extent such principles or rules would require or permit the application of Applicable Laws
of another jurisdiction.


 






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(i)            Jurisdiction;
WAIVER OF TRIAL BY JURY.  Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby
shall be brought exclusively in the Delaware Chancery Court and any state appellate court therefrom within the State of Delaware (or,
if the Delaware Chancery Court or such state appellate court shall be unavailable, any other court of the State of Delaware or, in the
case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America
sitting in the State of Delaware), and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any
such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that
all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out
of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed
to affect the right of any Party to serve process in any manner permitted by Applicable Law or to commence legal proceedings or otherwise
proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant
to this Section 9(i). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED
UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES
THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(I).


 


(j)            Modifications
and Amendments. This Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by
the party against whom enforcement of such amendment, modification, supplement or waiver is sought; provided, that the prior
written consent of the Company shall be required for any material amendments, modifications, waivers or supplements (which shall include
amendments which (1) create additional conditionality to the Purchasers’ obligation to purchase the Backstop Purchase Shares,
(2) change the DSAC Shareholder Redemption Amount, (3) change the Company’s rights under this Agreement, or (4) or change
the economics or delay the timing of any Backstop Notice (including changing the Threshold DSAC Redemptions Amount before which a Backstop
Notice can be given under Section 1(b)).


 


(k)            Waiver
of Damages. Notwithstanding anything to the contrary contained herein, in no event shall any party be liable for punitive damages
in connection with this Agreement; provided, however, that in no event shall the Purchasers be liable for any
form of damages, whether such damages are consequential, special or exemplary, in connection with this Agreement in excess of the sum
of the DSAC Shareholder Redemption Amount and any reasonable fees and expenses (including, without limitation, legal fees) associated
with the collection of such damages.


 


(l)            Severability.
If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.


 






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(m)            Expenses.
The Parties will each be responsible for their costs and expenses incurred in connection with the preparation, execution and performance
of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisors, legal counsel and accountants. DSAC will be responsible for all fees and expenses incurred in connection with transfer
agents, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance and resale of the Backstop Purchase
Shares and any securities issuable upon conversion or exercise of the Backstop Purchase Shares (in each case, if applicable).


 


(n)            Construction.
The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring
or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local,
or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context
requires otherwise. The words “include,” “includes,” and “including” will be
deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance.
If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists
another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.


 


(o)            Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in
any way any rights arising because of any prior or subsequent occurrence.


 


(p)            Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, or upon the request of a Governmental
Authority, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by DSAC, the Parties shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 






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(q)            Specific
Performance; Enforcement. Each Purchaser agrees that irreparable damage may occur to DSAC and the Company in the event any provision
of this Agreement is not performed by such Purchaser in accordance with the terms hereof and that DSAC and the Company shall be entitled
to specific performance of the terms hereof, in addition to any other remedy at law or equity, without a requirement to post bond or any
other security. Subject to the proviso in Section 9(c) and as provided in this Section 9(q), this Agreement may be enforced
only by DSAC and the Purchasers, and none of DSAC’s direct or indirect creditors nor any other person that is not a party to this
Agreement shall have any right to enforce this Agreement or to cause DSAC to enforce this Agreement.


 


(r)            Further
Assurances. Each party will, at the request of the other party, promptly take all actions, and execute and deliver all other agreements
and documents, which may be reasonably required to give effect to the terms of and the transactions contemplated by this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the undersigned have executed
this Agreement to be effective as of the date first set forth above.


 





	 	DUDDELL STREET ACQUISITION CORP.
	 	 
	 	By:	/s/ Manoj Jain
	 	 	Name: Manoj Jain
	 	 	Title:
	 	 	 
	 	Maso Capital Investments Limited
	 	 
	 	By:	/s/ Sohit Khurana
	 	 	Name: Sohit Khurana
	 	 	Title: Authorized Signatory
	 	 	 
	 	Blackwell Partners LLC - Series A
	 	 
	 	By:	/s/ Sohit Khurana
	 	 	Name: Sohit Khurana
	 	 	Title: Authorized Signatory
	 	 	 
	 	Star V Partners LLC
	 	 
	 	By:	/s/ Sohit Khurana
	 	 	Name: Sohit Khurana
	 	 	Title: Authorized Signatory