Exhibit 10.2


 


SUBSCRIPTION AGREEMENT


 


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).


 


WHEREAS,
the Issuer, FiscalNote Holdings, Inc., a Delaware corporation (“FiscalNote”), and the other parties named
therein will, immediately following the execution of this Subscription Agreement, enter into that certain Agreement and Plan of Merger,
dated as of the date hereof (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Merger
Agreement”), pursuant to which a wholly owned subsidiary of the Issuer will merge with and into FiscalNote, with FiscalNote
surviving as a wholly owned subsidiary of the Issuer (together with the other transactions contemplated by the Merger Agreement, including
the Subscription (defined below), the “Transactions”);


 


WHEREAS, in connection with the Transactions, Subscriber
desires to subscribe for and purchase from the Issuer, following the domestication of the Issuer as a Delaware corporation and prior to
the consummation of the Transactions, that number of shares of the Issuer’s class A common stock (the “Common Shares”)
set forth on the signature page hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share, and
for the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Issuer
desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price therefor by or on
behalf of Subscriber to the Issuer, all on the terms and subject to the conditions set forth herein; and


 


WHEREAS, certain other “qualified institutional
buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or
 “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) (each, an “Other Subscriber”)
have, severally and not jointly, entered into separate subscription agreements with the Issuer that are substantially similar to this
Subscription Agreement (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have agreed
to purchase Common Shares on the Closing Date (as defined below) at the same per share purchase price as Subscriber, and the aggregate
amount of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as
of the date hereof, 10,000,000 Common Shares. 


 






     


     


    

 


NOW, THEREFORE, in consideration of the foregoing
and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:


 


For ease of administration, this single Subscription
Agreement is being executed so as to enable each Subscriber identified on the signature page to enter into a Subscription Agreement,
severally, but not jointly. The parties agree that (i) this Subscription Agreement shall be treated as if it were a separate agreement
with respect to each Subscriber listed on the signature page, as if each Subscriber entity had executed a separate Subscription Agreement
naming only itself as Subscriber, and (ii) no Subscriber listed on the signature page shall have any liability under the Subscription
Agreement for the obligations of any Other Subscriber so listed. The decision of Subscriber to purchase the Subscribed Shares pursuant
to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently
of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results
of operations, condition (financial or otherwise) or prospects of the Issuer, FiscalNote or any of their respective subsidiaries which
may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither
Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating
to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement,
and no action taken by Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers
or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber
and Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has
acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber
in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber
shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription
Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for
such purpose.


 


1.            Subscription.
Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees, upon the substantially concurrent
consummation of the Transactions, to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the
payment of the Purchase Price, the Subscribed Shares (such subscription and issuance, the “Subscription”). Notwithstanding
anything herein to the contrary, the consummation of the Subscription is contingent upon the subsequent occurrence of the closing of the
Transactions as further described herein. Each of the parties hereto acknowledge and agree that the Subscribed Shares that will be issued
pursuant hereto shall be shares of common stock in a Delaware corporation (and not shares in a Cayman Islands exempted company).


 


2.            Representations,
Warranties and Agreements.


 


2.1.            Subscriber’s
Representations, Warranties and Agreements. To induce the Issuer to issue the Subscribed Shares, Subscriber hereby represents and
warrants to the Issuer and acknowledges and agrees with the Issuer, as of the date hereof and as of the Closing Date, as follows:


 


2.1.1.            Subscriber
has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation,
with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 






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2.1.2.            This
Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription Agreement
constitutes the valid and binding agreement of the Issuer, this Subscription Agreement is the valid and binding obligation of Subscriber,
and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


2.1.3.            The
execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated
herein do not and will not (i) result in any violation of the provisions of the organizational documents of Subscriber or any of
its subsidiaries or (ii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court
or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber that would reasonably be expected to have a material
adverse effect on the legal authority of Subscriber to enter into and timely perform its obligations under this Subscription Agreement
(a “Subscriber Material Adverse Effect”).


 


2.1.4.            Subscriber
(i) is (a) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (“QIB”)
or an “accredited investor” (as defined in Rule 501 of the Securities Act) within the meaning of Rule 501(a) under
the Securities Act, (b) an Institutional Account as defined in FINRA Rule 4512(c) and (c) a sophisticated institutional
investor, experienced in investing in transactions of the type contemplated by this Subscription Agreement and capable of evaluating investment
risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities,
including Subscriber’s participation in the purchase of the Subscribed Shares, in each case, satisfying the applicable requirements
set forth on Schedule I, and confirms that it is fully familiar, following advice of its own legal counsel, with the implications
of being a QIB who is investing in the Subscribed Shares, (ii) is acquiring the Subscribed Shares only for its own account and not
for the account of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor
accounts, each owner of such account is a QIB, and Subscriber has full investment discretion with respect to each such account, and the
full power and authority to make the- acknowledgements, representations, warranties and agreements herein on behalf of each owner of each
such account, for investment purposes only and not with a view to any distribution of the Subscribed Shares in any manner that would violate
the securities laws of the United States or any other applicable jurisdiction and (iii) has exercised independent judgment in evaluating
its participation in the purchase of the Subscribed Shares and is not acquiring the Subscribed Shares with a view to, or for offer or
sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule
I following the signature page hereto). Accordingly, Subscriber understands that the offering of the Subscribed Shares meets
(x) the exemptions from filing under FINRA Rules 5123(b)(1)(C) or (J) and 5123(b)(1)(A) and (y) the institutional
customer exemption under FINRA Rule 2111(b). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed
Shares.


 






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2.1.5.            Subscriber
understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the
Securities Act, that the sale to the Subscriber is being made in reliance on a private placement exemption from registration under the
Securities Act, that the Subscribed Shares have not been registered under the Securities Act or any other applicable securities laws,
and that the Subscribed Shares are being offered for resale in transaction not requiring registration under the Securities Act. Except
in respect of any stock lending program, Subscriber understands that the Subscribed Shares may not be offered, sold, resold, transferred,
pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to
the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States
within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from or in a transaction
not subject to the registration requirements of the Securities Act, and in each case, in accordance with any other applicable securities
laws, and that the Subscribed Shares shall be subject to a legend to such effect (provided that such legends will be eligible for removal
upon compliance with the relevant resale provisions of Rule 144). Subscriber acknowledges that the Subscribed Shares will not be
eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Subscribed
Shares will be subject to the foregoing restrictions and, as a result, Subscriber may not be able to readily resell the Subscribed Shares
and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber
understands that it has been advised to consult independent legal counsel prior to making any offer, resale, pledge or transfer of any
of the Subscribed Shares. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate
that the Subscribed Shares are a suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or
holding the Subscribed Shares.


 


2.1.6.            Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Issuer. Subscriber further acknowledges that
there have been no representations, warranties, covenants or agreements made to Subscriber by the Issuer, FiscalNote, or any of their
respective affiliates, officers or directors, expressly or by implication, other than those representations, warranties, covenants and
agreements expressly set forth in this Subscription Agreement.


 


2.1.7.            If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
Subscriber represents and warrants that its acquisition and holding of the Subscribed Shares will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any other applicable federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the
Code (collectively, “Similar Laws”).


 






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2.1.8.            In
making its decision to purchase the Subscribed Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber and the representations, warranties and covenants of the Issuer expressly set forth in this Subscription Agreement.
Without limiting the generality of the foregoing, Subscriber acknowledges that it is not relying upon, and has not relied on any representations,
warranties, statements or other information provided by anyone (including without limitation, J.P. Morgan Securities LLC and Citigroup
Global Markets Inc. (collectively, in their capacity as placement agents, the “Placement Agents”) or any of their
respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing). Subscriber
acknowledges and agrees that Subscriber has received, had access to and has had an adequate opportunity to review such information as
Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the
Issuer, FiscalNote and the Transactions, and that such information is preliminary and subject to change and that none of the Issuer or
the Placement Agents or any other person is under any obligation to inform Subscriber regarding any such changes. Subscriber understands
that the financial statements and other financial information (whether historical or in the form of financial forecasts or projections)
of the Issuer have been prepared and reviewed solely by the Issuer and its officers and employees and have not been reviewed by the Placement
Agents or any outside party or, except as expressly set forth therein, certified or audited by an independent third-party auditor or
audit firm. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full
opportunity to ask such questions of the Issuer and FiscalNote, receive such answers, including on the financial information, and obtain
such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment
decision with respect to the Subscribed Shares. Subscriber represents and warrants it is relying exclusively on its own sources of information,
investment analysis, independent investigation, assessment and due diligence (including professional advice it deems appropriate) with
respect to the Transactions, the Subscribed Shares and the business, condition (financial and otherwise), management, operations, properties
and prospects of the Issuer and FiscalNote including but not limited to all business, legal, regulatory, accounting, credit and tax matters,
and Subscriber has satisfied itself concerning such matters relevant to its investment in the Subscribed Shares. Subscriber further acknowledges
that Subscriber has not relied upon the Placement Agents in connection with Subscriber’s due diligence review of the offering of
the Subscribed Shares and the Issuer.


 


2.1.9.            Subscriber
acknowledges that in addition to their capacity as Placement Agents, J.P. Morgan Securities LLC is acting as sell side advisor to FiscalNote,
and Citigroup Global Markets Inc. is acting as capital market advisor to the Issuer, in each case in connection with the Transactions.
Issuer and FiscalNote are solely responsible for paying any fees or other commission owed to the Placement Agents in connection with the
Transactions. Subscriber further acknowledges and agrees that (a) it has been informed that each of the Placement Agents is acting
solely as placement agent in connection with the Transactions and is not acting as an underwriter or in any other capacity in connection
with the Subscriptions and is not and shall not be construed as a fiduciary for Subscriber, the Issuer and FiscalNote or any other person
or entity in connection with the Transactions, (b) the Placement Agents have not made and will not make any representation or warranty,
whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the Transactions,
(c) the Placement Agents will have no responsibility with respect to (i) any representations, warranties or agreements made
by any person or entity under or in connection with the Transactions or any of the documents furnished pursuant thereto or in connection
therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (ii) the business,
condition (financial and otherwise), management, operations, properties or prospects of, the Issuer, FiscalNote or the Transactions, (d) none
of the Placement Agents or any of their affiliates have acted as the Subscriber’s financial advisor or fiduciary in connection with
the issue and purchase of Subscribed Shares, and (e) the Placement Agents shall have no liability or obligation (including without
limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
or disbursements incurred by Subscriber), whether in contract, tort or otherwise, to Subscriber, or to any person claiming through Subscriber,
in respect of the Transactions.


 






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2.1.10.            Subscriber
acknowledges that none of the Placement Agents, nor any of their respective affiliates nor any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing have made any independent investigation with respect to the Issuer, FiscalNote
or its subsidiaries or any of their respective businesses, or the Subscribed Shares or the accuracy, completeness or adequacy of any information
supplied to the Subscriber by the Issuer.


 


2.1.11.            Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the Issuer or one of their
respective representatives. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares
offered to Subscriber, by any general solicitation. Subscriber acknowledges that the Issuer represents and warrants that the Subscribed
Shares were not offered by any form of general solicitation or general advertising, including methods described in section 502(c) of
Regulation D under the Securities Act.


 


2.1.12.            Subscriber
acknowledges that it is aware that there are substantial risks incident to the subscription and ownership of the Subscribed Shares and
is able to fend for itself in the transactions contemplated herein. Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares and have the ability to bear the
economic risks of its prospective investment and can afford the complete loss of such investment, and Subscriber has sought such accounting,
legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber acknowledges that Subscriber
shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this
Subscription Agreement, and that neither FiscalNote, the Issuer, nor any of their respective agents or affiliates, have provided any tax
advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated
by this Subscription Agreement.


 






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2.1.13.            Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares
or made any findings or determination as to the fairness of an investment in the Subscribed Shares.


 


2.1.14.            Subscriber
represents and warrants that none of Subscriber or any of its officers, directors, managers, managing members, general partners or any
other person acting in a similar capacity or carrying out a similar function is (i) a person or entity named on the List of Specially
Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC or any similar list of sanctioned persons
administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions
Lists”, or a person or entity prohibited by any OFAC sanctions program, (ii) directly or indirectly owned or controlled
by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident
or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran,
North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade
restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a
Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing
banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Subscriber agrees to
provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted
to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et
seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”),
Subscriber represents that it maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT
Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance
with sanctions programs administered by OFAC, the European Union, any European United member state, and the United Kingdom, including
for the screening of its investors against the Sanctions Lists and the OFAC sanctions programs. Subscriber further represents and warrants
that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Subscribed Shares were legally derived and in compliance with OFAC sanctions programs and were not obtained, directly
or indirectly, from a Prohibited Investor.


 


2.1.15.            If
Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement
that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA),
a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that
is not subject to the foregoing but may be subject to provisions under any other Similar Laws or an entity whose underlying assets are
considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”), Subscriber
represents and warrants that neither the Issuer nor any of its affiliates (the “Transaction Parties”) has acted as
the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Shares,
and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire,
continue to hold or transfer the Subscribed Shares.


 






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2.1.16.            Except
as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Subscriber with the United States Securities
and Exchange Commission (the “Commission”) with respect to the beneficial ownership of the Issuer’s securities,
Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or any successor provision) acting for the purpose of acquiring, holding or disposing of equity securities of the Issuer
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


2.1.17.            Subscriber
is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign
state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and that will acquire a substantial interest in the Issuer
as a result of the purchase and sale of Subscribed Shares hereunder such that a declaration to the Committee on Foreign Investment in
the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R.
Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of the Subscribed Shares hereunder.


 


2.1.18.            On
each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 3.1 Subscriber will have, sufficient
immediately available funds to pay the Purchase Price pursuant to Section 3.1.


 


2.1.19.            No
broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement or the transactions
contemplated hereby in such a way as to create any liability on the Issuer.


 


2.2.            Issuer’s
Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed Shares, the Issuer hereby represents and
warrants to Subscriber and agrees with Subscriber, as of the date hereof and as of the Closing Date, as follows:


 


2.2.1.            The
Issuer has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or
formation, with all requisite power and authority to own, lease and operate its properties and conduct its business as presently conducted
and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, the Issuer will be duly
incorporated, validly existing and in good standing under the laws of the State of Delaware.


 






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2.2.2.            The
Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment for the Subscribed Shares,
will be free and clear of any liens or other restrictions whatsoever in accordance with the terms of this Subscription Agreement and
registered with the Issuer’s transfer agent, the Subscribed Shares will be validly issued, fully paid and non-assessable and will
not have been issued in violation of or subject to any preemptive or similar rights under the Issuer’s constitutive agreements
or applicable law.


 


2.2.3.            This
Subscription Agreement has been duly authorized, validly executed and delivered by the Issuer and, assuming that this Subscription Agreement
constitutes the valid and binding obligation of the Subscriber, is the valid and binding obligation of the Issuer, and is enforceable
against Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles
of equity, whether considered at law or equity.


 


2.2.4.            The
execution, delivery and performance of this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof),
the issuance and sale of the Subscribed Shares and the consummation of the other transactions contemplated herein, including the Transactions,
will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of
its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement
or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or
to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which would reasonably be expected to have
a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the
Issuer or FiscalNote or their respective subsidiaries individually or taken as a whole and including the combined company after giving
effect to the Transactions, or materially affects the validity or enforceability of the Subscribed Shares or the legal authority or other
ability of the Issuer to enter into and timely perform its obligations under this Subscription Agreement (collectively, an “Issuer
Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer
or any of its subsidiaries or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any
court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries or any of its
properties that would reasonably be expected to have an Issuer Material Adverse Effect.


 


2.2.5.            Neither
the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security of the Issuer nor
solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer on Section 4(a)(2) of
the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance
of the Subscribed Shares under the Securities Act.


 






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2.2.6.            Neither
the Issuer, nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described
in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Subscribed Shares
and neither the Issuer, nor any person acting on its behalf has offered any of the Subscribed Shares in a manner involving a public offering
under, or in a distribution in violation of, the Securities Act or any state securities laws.


 


2.2.7.            Concurrently
with the execution and delivery of this Subscription Agreement, the Issuer is entering into the Other Subscription Agreements providing
for the sale of an aggregate of 10,000,000 Common Shares for an aggregate purchase price of $100,000,000 (including the Subscribed Shares
purchased and sold under this Subscription Agreement). There are no Other Subscription Agreements, side letter agreements or other agreements
or understandings (including written summaries of any oral understandings) with any Other Subscriber or any other investor or potential
investor with respect to the purchase of equity securities of the Issuer (other than as described in the last sentence of this Section 2.2.7
and pursuant to the Merger Agreement) which include terms and conditions (economic or otherwise) that are materially more advantageous
to any such Other Subscriber, investor or potential investor (as compared to Subscriber). The Other Subscription Agreements have not been
amended or modified in any material respect following the date of this Subscription Agreement. This Section 2.2.7 shall not
apply to any purchase of any equity securities of the Issuer by the sponsor of the Issuer, or any of its affiliates.


 


2.2.8.            As
of the date of this Subscription Agreement and as of immediately prior to the Transactions, the authorized share capital of the Issuer
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. All issued and outstanding ordinary shares of the Issuer have been duly authorized and validly issued, are fully paid,
non-assessable and are not subject to preemptive or similar rights. Except as set forth above and pursuant to the Other Subscription Agreements
and the Merger Agreement, there are no outstanding, and between the date hereof and the Closing, the Issuer will not issue, sell or cause
to be outstanding any (a) shares, equity interests or voting securities of the Issuer, (b) securities of the Issuer convertible
into or exchangeable for shares or other equity interests or voting securities of the Issuer, (c) options, warrants or other rights
(including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of the Issuer to
subscribe for, purchase or acquire from any individual, entity or other person, and no obligation of the Issuer to issue, any ordinary
shares of the Issuer, or any other equity interests or voting securities in the Issuer or any securities convertible into or exchangeable
or exercisable for such shares or other equity interests or voting securities, (d) equity equivalents or other similar rights of
or with respect to the Issuer, or (e) obligations of the Issuer to repurchase, redeem, or otherwise acquire any of the foregoing
securities, shares, options, equity equivalents, interests or rights. There are no shareholder agreements, voting trusts or other agreements
or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other
than as contemplated by the Merger Agreement and the Transaction Agreements (as defined in the Merger Agreement).


 






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2.2.9.            Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, (i)
no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Issuer to Subscriber and
(ii) no consent, approval, order, authorization of, or registration, qualification, designation, declaration or filing with, any court
or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution,
delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Subscribed
Shares), except for those applicable filings (a) with the Commission, (b) required by applicable state securities laws, (c) required
in accordance with Section 4, (d) required by the New York Stock Exchange (the “NYSE”) or NASDAQ Stock Exchange
(“NASDAQ”), and (e) the failure of which to obtain would not be reasonably be expected to have, individually or in
the aggregate, an Issuer Material Adverse Effect.


 


2.2.10.            There
are no pending or, to the knowledge of the Issuer, threatened, suits, claims, actions, or proceedings, which, if determined adversely,
would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect. There is no unsatisfied judgment
or any open injunction binding upon the Issuer, which would, individually or in the aggregate, reasonably be expected to have an Issuer
Material Adverse Effect.


 


2.2.11.            The
Issuer is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have an Issuer
Material Adverse Effect. The Issuer has not received any written communication from a governmental entity, exchange or self regulatory
organization that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where
such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have an Issuer Material
Adverse Effect.


 


2.2.12.            The
Issuer made available to Subscriber (including via the Commission’s EDGAR system) a true, correct and complete copy of each form,
report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Issuer with the Commission prior
to the date of this Subscription Agreement (the “SEC Documents”), which SEC Documents, as of their respective filing
dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and
regulations of the Commission promulgated thereunder and applicable to the SEC Documents. As of their respective dates, all SEC Documents
required to be filed by the Issuer with the Commission prior to the date hereof complied in all material respects with the applicable
requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder. None
of the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement,
as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided that the Issuer makes no such representation or warranty with respect to the registration
statement on Form S-4 to be filed by the Issuer with respect to the Transactions or any other information relating to FiscalNote
or any of its affiliates included in any SEC Document or filed as an exhibit thereto. The Issuer has timely filed each report, statement,
schedule, prospectus, and registration statement that the Issuer was required to file with the Commission since its inception and through
the date hereof. There are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to
any of the SEC Documents.


 






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2.2.13.            No
broker, finder or other financial consultant has acted on behalf of the Issuer in connection with this Subscription Agreement or the transactions
contemplated hereby in such a way as to create any liability on Subscriber.


 


2.2.14.            The
Issuer is not, and immediately after receipt of payment for the Subscribed Shares will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


3.            Settlement
Date and Delivery.


 


3.1.            Closing.
The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior
to (but subject to), the consummation of the Transactions (the date of the Closing, the “Closing Date”). Upon written
notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior
to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected
Closing Date”), upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, Subscriber
shall deliver to the Issuer, the Purchase Price for the Subscribed Shares, no later than three (3) Business Days prior to the Expected
Closing Date by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing
Notice, such funds to be held by the Issuer in escrow until the Closing. On the Closing Date, the Issuer shall issue to Subscriber (or
the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions)
or to a custodian designated by Subscriber, as applicable, the Subscribed Shares, free and clear of any liens or other restrictions whatsoever
(other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer,
shall be uncertificated, with record ownership reflected only in the register of shareholders of the Issuer (a copy of which showing
Subscriber as the owner of the Subscribed Shares on and as of the Closing Date shall be provided to Subscriber on the Closing Date or
promptly thereafter). If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing
Date, the Issuer shall promptly (but no later than two (2) Business Days thereafter) return the Purchase Price to Subscriber by wire
transfer of United States dollars in immediately available funds to an account specified by Subscriber, and the Subscribed Shares shall
be cancelled. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be
a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing
Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 5 hereof, Subscriber shall
remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and
(B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 3. For purposes of this Subscription
Agreement, “Business Day” means any day that, in New York, New York, is neither a legal holiday nor a day on which
banking institutions are generally authorized or required by law or regulation to close.


 






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3.2.            Conditions
to Closing of the Issuer.


 


The Issuer’s obligations to sell and issue
the Subscribed Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the
Issuer, on or prior to the Closing Date, of each of the following conditions:


 


3.2.1.            Representations
and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1
hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to
materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and
shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in
which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are
qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects)
with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation
of the Transactions.


 


3.2.2.            Compliance
with Covenants. Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber at or prior to the Closing.


 


3.2.3.            Closing
of the Transactions. All conditions precedent to each of the Issuer’s and FiscalNote’s obligations to consummate, or cause
to be consummated, the Transactions set forth in the Merger Agreement shall have been satisfied or waived by the party entitled to the
benefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions,
but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), and the Transactions
will be consummated immediately following the Closing.


 


3.2.4.            Legality.
There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered
by or with any governmental authority, statute, rule or regulation enjoining or prohibiting consummation of the transactions contemplated
by this Subscription Agreement.


 






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3.3.            Conditions
to Closing of Subscriber.


 


Subscriber’s obligation to purchase the Subscribed
Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or
prior to the Closing Date, of each of the following conditions:


 


3.3.1.            Representations
and Warranties Correct. The representations and warranties made by the Issuer in Section 2.2
hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified
as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects),
and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date
in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that
are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in
all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect
to consummation of the Transactions.


 


3.3.2.            Compliance
with Covenants. The Issuer shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the Closing,
except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay,
or materially impair the ability of the Issuer to consummate the Closing.


 


3.3.3.            Closing
of the Transactions. All conditions precedent to the consummation of the Transactions set forth in the Merger Agreement shall have
been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement (other than those conditions that may
only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of
the consummation of the Transactions), and the Transactions will be consummated immediately following the Closing.


 


3.3.4.            Legality.
There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered
by or with any governmental authority, statute, rule or regulation enjoining or prohibiting consummation of the transactions contemplated
by this Subscription Agreement.


 


4.            Registration
Statement.


 


4.1.            The
Issuer shall use its commercially reasonable efforts to, on or prior to the consummation of the Transactions (the “Filing Date”),
file with the Commission (at the Issuer’s sole cost and expense) a registration statement (the “Registration Statement”)
registering the resale of the Subscribed Shares (the “Registrable Securities”), and the Issuer shall use its commercially
reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later
than the earlier of (i) the 60th calendar day (or 120th calendar day if the Commission notifies the Issuer that it will “review”
the Registration Statement) following the Closing Date and (ii) the 10th Business Day after the date the Issuer is notified (orally or
in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be
subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s
obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing a completed
and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required by Commission
rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition
of the Registrable Securities to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in
connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations,
including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement,
if applicable, as permitted hereunder; provided, that Subscriber shall not in connection with the foregoing be required to execute any
lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities.
For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration
Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement
as set forth above in this Section 4. For purposes of this Section 4, Registrable Securities shall include, as of any date
of determination, the Subscribed Shares and any other equity security of the Issuer issued or issuable with respect to the Subscribed
Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise.


 






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4.2.            In
the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request,
inform Subscriber as to the status of such registration. At its expense the Issuer shall:


 


4.2.1.            except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use
its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws
which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement
or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber
ceases to hold any Registrable Securities and (ii) the date all Registrable Securities held by Subscriber may be sold without restriction
under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under
Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or
Rule 144(i)(2), if applicable);


 


4.2.2.            advise
Subscriber, as promptly as practicable but in any event within five (5) Business Days:


 


(a)            when
a Registration Statement or any post-effective amendment thereto has become effective;


 


(b)            of
the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings
for such purpose;


 






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(c)            of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(d)            subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration
Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading.


 


Notwithstanding anything to the contrary set forth
herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information
regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through
(d) above constitutes material, nonpublic information regarding the Issuer;


 


4.2.3.            use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as
soon as reasonably practicable;


 


4.2.4.            upon
the occurrence of any event contemplated in Section 4.2.2(d), except for such times as the Issuer is permitted hereunder to suspend,
and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the
related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading; and


 


4.2.5.            use
its commercially reasonable efforts to cause all Subscribed Shares to be listed on each securities exchange or market, if any, on which
the Issuer’s common stock is then listed.


 






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4.2.6.            (a) use
its commercially reasonable efforts to cause the removal of the restrictive legends from any Subscribed Shares (i) when being sold
under the Registration Statement, or (ii) at the time of sale of such Registrable Securities pursuant to Rule 144, and (b) request
its legal counsel to deliver an opinion, if necessary, to the transfer agent to the effect that the removal of such restrictive legends
in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other
documentation, if any, from the Holder as reasonably requested by the Issuer, its counsel or the transfer agent, establishing that restrictive
legends are no longer required. “Holder” shall mean Subscriber or any affiliate of Subscriber to which the rights under this
Section 4 shall have been assigned.


 


4.3.            Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Registration
Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof,
(i) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement
following the filing of the Issuer’s Annual Report on Form 10-K (or, prior to such time as the Registration Statement is initially
declared effective, the initial filing of the Registration Statement or a pre-effective amendment thereto), or (ii) if the filing,
effectiveness or continued use of any Registration Statement would require the Issuer to make any public disclosure of material non-public
information, which disclosure, in the good faith determination of the board of directors of the Issuer, after consultation with counsel
to the Issuer, (a) would be required to be made in any Registration Statement in order for the applicable Registration Statement
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the
Issuer has a bona fide business purpose for not making such information public (each such circumstance, a “Suspension Event”);
provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two occasions or for
more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period.
Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration Statement
is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of
a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will
immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt,
sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer
agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any
post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and
(ii) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer except (A) for
disclosure to Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep
it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners
who have agreed to keep such information confidential and (C) as required by law. If so directed by the Issuer, Subscriber will deliver
to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed
Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with
applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document
retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.


 






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4.4.        The
parties agree that:


 


4.4.1.            The
Issuer shall indemnify and hold harmless, to the extent permitted by law, Subscriber (to the extent a seller under the Registration Statement),
its directors, officers, employees, and agents, and each person who controls such Subscriber (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) from and against any and all out-of-pocket losses, claims, damages, liabilities,
costs and expenses (including, without limitation, any reasonable attorneys’ fees and expenses incurred in connection with defending
or investigating any such action or claim) (collectively, “Losses”), as incurred, that arise out of or are based upon
any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration
Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or relating to any omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus
or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar
as the same are caused by or contained in any information furnished in writing to the Issuer by or on behalf of Subscriber expressly
for use therein or Subscriber has omitted a material fact from such information; provided, however, that the indemnification contained
in this Section 4.4 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent
of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable for any Losses
to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information
furnished by Subscriber, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available
by the Issuer in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a “free
writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Issuer, or (D)
in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 4.3 hereof. The Issuer shall
notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions
contemplated by this Section 4 of which the Issuer is aware.


 


4.4.2.            Subscriber
agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold harmless,
to the extent permitted by law, the Issuer, its directors, officers, employees and agents and each person who controls the Issuer (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all Losses, as incurred, that arise
out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus
included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or
relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of
any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by
such Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section 4.4
shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which
consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, in no event shall
the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the
Subscribed Shares purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation.


 



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4.4.3.            Any
person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party
who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified
party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned
or delayed), consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment
of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.


 


4.4.4.            The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party and shall survive the transfer of the Subscribed Shares purchased pursuant to this Subscription
Agreement.


 


4.4.5.            If
the indemnification provided under this Section 4.4 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified
party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities
and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party,
as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party
or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.4 from
any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability of Subscriber be greater in amount
than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed Shares purchased pursuant to this Subscription
Agreement giving rise to such contribution obligation.


 






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5.            Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) such
date and time as the Merger Agreement is validly terminated in accordance with its terms, and (ii) upon the mutual written agreement
of each of the parties hereto to terminate this Subscription Agreement; provided that nothing herein will relieve any party from
liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in
equity to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination
of the Merger Agreement promptly after the termination of such agreement.


 


6.            Miscellaneous.


 


6.1.        Further
Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription
Agreement.


 


6.1.1.            Each
party acknowledges that the parties hereto will rely on the acknowledgments, understandings, agreements, representations and warranties
expressly set forth in this Subscription Agreement. Prior to the Closing, each party agrees to promptly notify the other party if any
of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in all material
respects. Each party hereto further acknowledges and agrees that the Placement Agents are third-party beneficiaries of the acknowledgments,
understandings, agreements, representations and warranties of the Issuer and Subscriber expressly set forth in this Subscription Agreement.


 


6.1.2.            Each
of the Issuer, the Subscriber and the Placement Agents is entitled to rely upon this Subscription Agreement and each is irrevocably authorized
to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.


 






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6.1.3.            The
Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent
within Subscriber’s possession and control or otherwise readily available to Subscriber, provided that the Issuer agrees to keep
confidential any such information provided by Subscriber.


 


6.1.4.            Each
of Subscriber and the Issuer shall pay all of its own respective expenses in connection with this Subscription Agreement and the transactions
contemplated herein.


 


6.1.5.            Each
of Subscriber and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or
advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described therein no
later than immediately prior to the consummation of the Transactions.


 


6.2.        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 Subscriber, to such address or addresses
set forth on the signature page hereto;


 


(ii) if to the Issuer, 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


 


with a required copy (which copy 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


 






    	 	21	 



     


    

 


6.3.            Entire
Agreement. This Subscription 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.


 


6.4.            Modifications
and Amendments. This Subscription 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.


 


6.5.            Tax
Forms. At or prior to Closing, Subscriber shall provide the Issuer with a duly executed and complete IRS Form W-9 or applicable
IRS Form W-8, as appropriate.


 


6.6.            Assignment.
Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s
rights to purchase the Subscribed Shares) may be transferred or assigned without the prior written consent of the Issuer; provided that
Subscriber’s rights and obligations hereunder may be assigned to any fund or account managed by the same investment manager as Subscriber,
without the prior consent of the Issuer, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon
such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed
to make the representations and warranties of Subscriber provided for herein to the extent of such assignment; provided, further
that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account
managed by the same investment manager as Subscriber.


 


6.7.            Benefit.
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer rights or remedies
upon any person other than the parties hereto and their respective successors and assigns, except that the Placement Agents shall be express
third-party beneficiaries to the representations, warranties and covenants made by the Issuer and Subscriber in this Subscription Agreement
and that the Company shall be an express third-party beneficiary of the obligations of the Subscriber under this Subscription Agreement.
Each of the parties hereto acknowledge and agree that (i) the Company shall be entitled to seek and obtain equitable relief, without
proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of this Subscription
Agreement and to enforce specifically the terms and provisions of this Subscription Agreement to cause the Subscriber to pay the Purchase
Price and cause the Closing to occur substantially concurrently with the transactions contemplated by the Transaction Agreements, and
(ii) without in any way limiting the foregoing, the Company is an express-third party beneficiary of Sections 3, 5, 6.1.1, 6.1.2,
6.1.3, 6.1.4, 6.1.5, 6.4, 6.6 and 6.12.1 and shall be entitled to seek and obtain equitable relief, without proof of actual damages, including
an injunction or injunctions or order for specific performance to prevent breaches of its rights referenced therein. Each party hereto
further agrees that the Company is an express third-party beneficiary of this Section 6.7 and the Company shall not be required to
obtain, furnish, or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this
Section 6.7, and the Subscriber irrevocably waives any right it may have to require the obtaining, furnishing, or posting of any
such bond of similar instrument.


 






    	 	22	 



     


    

 


6.8.            Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.


 


6.9.            Consent
to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of the Court
of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding
is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of
Delaware (together with the Court of Chancery of the State of Delaware, “Chosen Courts”), in connection with any matter
based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute,
that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may
not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv)
such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding is improper. Each party hereby consents
to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally
recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at
its address specified pursuant to Section 6.2 and waives and covenants not to assert or plead any objection which they might otherwise
have to such manner of service of process. Notwithstanding the foregoing in this Section 6.9, a party may commence any action,
claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued
by the Chosen Courts. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, TO THE EXTENT NOT PROHIBITED
BY APPLICABLE LAW, WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY
ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER
ARISING. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) 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, (II) SUCH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER, (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY
AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS
IN THIS SECTION 6.9. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE,
NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT
BE WAIVED.


 






    	 	23	 



     


    

 


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


 


6.11.            No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party.
No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription
Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.


 


6.12.            Remedies.


 


      6.12.1.            The
parties agree that irreparable damage would occur if this Subscription Agreement is not performed or the Closing is not consummated in
accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be an adequate remedy
for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of
an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the
terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 6.9,
this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to
specific enforcement shall include the right of the parties hereto to cause the other parties hereto to cause the transactions contemplated
hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties
hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy,
(ii) not to assert that a remedy of specific enforcement pursuant to this Section 6.12 is unenforceable, invalid, contrary to
applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense
that a remedy at law would be adequate.


 






    	 	24	 



     


    

 


      6.12.2.            The
parties acknowledge and agree that this Section 6.12 is an integral part of the transactions contemplated hereby and without that
right, the parties hereto would not have entered into this Subscription Agreement.


 


6.13.            Survival
of Representations and Warranties and Covenants. All representations and warranties made by the parties hereto, and all covenants
and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for
any reason the Closing does not occur prior to the consummation of the Transactions, all representations, warranties, covenants and agreements
of the parties hereunder shall survive the consummation of the Transactions and remain in full force and effect.


 


6.14.            Headings
and Captions. The headings and captions of the various subdivisions of this Subscription 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.


 


6.15.            Counterparts.
This Subscription 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. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.16.            Construction.
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 Subscription Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto 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. All references in this Subscription Agreement to numbers of shares, per share
amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization
or the like occurring after the date hereof.


 


6.17.            Mutual
Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.


 






    	 	25	 



     


    

 


7.            Cleansing
Statement; Disclosure.


 


7.1.            The
Issuer shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and
the Transactions. Upon the issuance of the Disclosure Document, to the actual knowledge of the Issuer, Subscriber shall not be in possession
of any material, non-public information received from the Issuer or any of its officers, directors, employees or agents, and Subscriber
shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the
Issuer, the Placement Agents or any of their respective affiliates, relating to the transactions contemplated by this Subscription Agreement.


 


7.2.            The
Issuer shall not publicly disclose the name of Subscriber or any affiliate or investment adviser of Subscriber, or include the name of
Subscriber or any affiliate or investment adviser of Subscriber without the prior written consent (including by e-mail) of Subscriber
(i) in any press release or marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading
market, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by
other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of the
NASDAQ, in which case the Issuer shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure,
and shall reasonably consult with Subscriber regarding such disclosure.


 


8.            Trust
Account Waiver. In addition to the waiver of the Issuer pursuant to Section 7.04 of the Merger Agreement, and
notwithstanding anything to the contrary set forth herein, each of the Issuer and Subscriber acknowledges that the Issuer has
established a trust account containing the proceeds of its initial public offering and from certain private placements
(collectively, with interest accrued from time to time thereon, the “Trust Account”). Each of the Issuer and
Subscriber agrees that (i) it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account,
and (ii) it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
or to any monies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives
any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however,
that nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust
Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer, including, but not limited
to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer
under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust
Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is
material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this
Subscription Agreement and Subscriber further intends and understands such waiver to be valid, binding and enforceable under
applicable law. In the event Subscriber, in connection with this Subscription Agreement, commences any action or proceeding which
seeks, in whole or in part, relief against the funds held in the Trust Account or distributions therefrom or any of the
Issuer’s stockholders, whether in the form of monetary damages or injunctive relief, Subscriber shall be obligated to pay to
the Issuer all of its legal fees and costs in connection with any such action in the event that the Issuer prevails in such action
or proceeding.


 






    	 	26	 



     


    

 


9.              Non-Reliance.
Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person,
firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates or any control persons, officers,
directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and warranties of the
Issuer expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber acknowledges
and agrees that none of (i) Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private
placement of shares of the Issuer’s capital stock (including the controlling persons, officers, directors, partners, agents or employees
of any such Subscriber), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing, or (iii) any other party to the Merger Agreement or any Non-Party Affiliate
(other than the Issuer with respect to the previous sentence), shall have any liability to the Subscriber, or to any Other Subscriber
pursuant to, arising out of or relating to this Subscription Agreement or any other agreement related to the private placement of shares
of the Issuer’s capital stock, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby
or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them
in connection with the purchase of the Subscribed Shares hereunder or with respect to any claim (whether in tort, contract or otherwise)
for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection
herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information
or materials of any kind provided to Subscriber concerning the Issuer, FiscalNote, the Placement Agents, any of their controlled affiliates,
this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates”
means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate
of the Issuer, FiscalNote, the Placement Agents or any of the Issuer’s, FiscalNote’s or the Placement Agents’ controlled
affiliates or any family member of the foregoing.


 


10.            Rule 144.
From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation
of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration are available to holders
of the Issuer’s shares of common stock and for so long as the Subscriber holds the Subscribed Shares, the Issuer agrees to:


 


  10.1.            make
and keep public information available, as those terms are understood and defined in Rule 144; and


 


  10.2.            file
with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange
Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144.


 






    	 	27	 



     


    

 


If the Subscribed Shares are eligible to be sold
without restriction under, and without the Issuer being in compliance with the current public information requirements of, Rule 144
under the Securities Act, then at Subscriber’s request, the Issuer will cause its transfer agent to remove the applicable restrictive
legend. In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion of counsel
to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required
by the transfer agent that authorize and direct the transfer agent to issue such Subscribed Shares without any such legend; provided
that, notwithstanding the foregoing, Issuer will not be required to deliver any such opinion, authorization, certificate or direction
if it reasonably believes that removal of the legend could result in or facilitate transfers of securities in violation of applicable
law.


 


11.            Massachusetts
Business Trust. If Subscriber is a Massachusetts Business Trust, a copy of the Agreement and Declaration of Trust of Subscriber or any
affiliate thereof is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that the Subscription
Agreement is executed on behalf of the trustees of Subscriber or any affiliate thereof as trustees and not individually and that the obligations
of the Subscription Agreement are not binding on any of the trustees, officers or stockholders of Subscriber or any affiliate thereof
individually but are binding only upon Subscriber or any affiliate thereof and its assets and property.


 


[Signature Page Follows]


 






    	 	28	 



     


    

 


IN
WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its
duly authorized representative as of the date set forth below.


 


	 	DUDDELL STREET ACQUISITION CORP.
	 	 
	 	By:	        
	 	Name:
	 	Title:


 






    	 		 



     


    

 


Accepted and agreed this  7th day of November, 2021.


 


SUBSCRIBER:


 


	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By:	 	 	By:	 
	Name:	 	Name:
	Title:	 	Title:
	 	 	 	 	 


 


Date: November 7, 2021


 


	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	 	 	 
	(Please print. Please indicate name and	 	(Please print. Please indicate name and
	Capacity of person signing above)	 	Capacity of person signing above)



 


	 	 	 
	Name in which securities are to be registered	 	 
	(if different from the name of Subscriber listed directly above):	 	 


 


Email Address:


 


If there are joint investors, please check one:


 


☐
Joint Tenants with Rights of Survivorship


 


☐
Tenants-in-Common


 


☐
Community Property


 


	Subscriber’s EIN:	 	 	Joint Subscriber’s EIN:	 


 


	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    	 		 



     


    

 


	City, State, Zip:	 	 	City, State, Zip:	 
	 	 	 	 	 
	Attn:	 	 	Attn:	 
	 	 	 	 	 
	Telephone No.: 	 	 	Telephone No.:	 
	 	 	 	 	 
	Facsimile No.: 	 	 	Facsimile No.:	 



 


	Aggregate Number of Subscribed Shares subscribed for:		 
	 	 	 
	 	 	 	 



 


Aggregate Purchase Price: $______________.


 


You must pay the Purchase Price by wire transfer of U.S. dollars in
immediately available funds, to be held in escrow until the Closing, to the account specified by the Issuer in the Closing Notice.


 






    	 		 



     


    

 





SCHEDULE I


 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


A.            QUALIFIED
INSTITUTIONAL BUYER STATUS


 


(Please check the applicable subparagraphs):


 


		1.	 ̈ We are a “qualified institutional buyer” (as defined in Rule 144A
                                                                                                                              under the Securities Act of 1933, as amended (the “Securities Act”) (a “QIB”)).



 


		2.	 ̈ We are subscribing for the Subscribed Shares as a fiduciary or agent for one
                                                                                                                              or more investor accounts, and each owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check the applicable subparagraphs):



 


 ̈
We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), and have marked and
initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”


 


*** AND ***


 


C.            AFFILIATE
STATUS


 


(Please check the applicable box) SUBSCRIBER:


 


 ̈           is:


 


 ̈           is
not:


 


an “affiliate” (as defined in Rule 144 under
the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


*** AND ***


 


D.            13d-3
beneficial ownership information


 


	 
	 
	 
	 
	 


 






    	 		 



     


    

 


This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.




 






    	 		 



     


    

 


Rule 501(a) under the Securities Act, in relevant part, states
that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer
reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber
has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which
Subscriber accordingly qualifies as an “accredited investor.”


 


		 ̈	Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined
in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;



 


		 ̈	Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended;



 


		 ̈	Any insurance company as defined in section 2(a)(13) of the Securities Act;



 


		 ̈	Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”)
or a business development company as defined in section 2(a)(48) of the Investment Company Act;



 


		 ̈	Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of
the Small Business Investment Act of 1958, as amended;



 


		 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		 ̈	Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings
and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in
excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited
investors”;



 


		 ̈	Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended;



 


		 ̈	Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization
described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring
the securities offered, and with total assets in excess of $5,000,000;



 


		 ̈	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D; or



 


		 ̈	Any entity in which all of the equity owners are “accredited investors” meeting one or more of the above tests.