Exhibit 10.7


 


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated
as of October 18, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Duddell
Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Duddell Street Holdings Limited, a
Cayman Islands exempted company (the “Purchaser”).


 


WHEREAS:


 


The Company consummated an initial public offering
of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share of the Company,
par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant;


 


Each whole warrant entitles the holder to purchase
one Ordinary Share at an exercise price of $11.50 per Ordinary Share;


 


The Purchaser has purchased an aggregate of 5,500,000
warrants (the “2020 Sponsor Warrants”), each 2020 Sponsor Warrant entitling the holder to purchase one Ordinary Share
at an exercise price of $11.50 per Ordinary Share;


 


The Purchaser has agreed to purchase an aggregate
of 1,500,000 warrants (the “2021 Sponsor Warrants”), each 2021 Sponsor Warrant entitling the holder to purchase one
Ordinary Share at an exercise price of $11.50 per Ordinary Share; and


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.               
Authorization, Purchase and Sale; Terms of the 2021 Sponsor Warrants.


 


		(a)	Authorization of the 2021 Sponsor Warrants. The Company has duly authorized the issuance and sale of the 2021 Sponsor Warrants
to the Purchaser.



 


		(b)	Purchase and Sale of the 2021 Sponsor Warrants.



 


(i)                 On
October 18, 2021 or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 1,500,000
2021 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,500,000 (the “Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the
Closing Date in accordance with the Company’s wiring instructions. On the Closing Date, following the payment by the Purchaser
of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a
certificate evidencing the 2021 Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the
Purchaser or effect such delivery in book-entry form.


 






    


     


    

 


		(c)	Terms of the 2021 Sponsor Warrants.



 


(i)                
Each 2021 Sponsor Warrant shall have same the terms with the 2020 Sponsor Warrant as set forth in the Warrant Agreement entered
into by the Company and Continental Stock Transfer & Trust Company, dated October 28, 2020 in connection with the Public Offering
(a “Warrant Agreement”), and shall be subject to the terms of the letter agreement, dated October 28, entered into
by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.


 


(ii)             
The Company will grant certain registration rights to the Purchaser relating to the 2021 Sponsor Warrants and the Ordinary Shares
underlying the 2021 Sponsor Warrants, with substantially same terms as set forth in the registration right agreement dated October 28,
2020 between the Company and the Purchaser.


 


Section 2.               
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and
purchase the 2021 Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive the Closing Date) that:


 


		(a)	Organization and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.



 


		(b)	Authorization; No Breach.



 


(i)                
The execution, delivery and performance of this Agreement and the 2021 Sponsor Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the 2021 Sponsor
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.


 






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(ii)             
 The execution and delivery by the Company of this Agreement and the 2021 Sponsor Warrants, the issuance and sale of the 2021
Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the 2021 Sponsor Warrants and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (A) conflict with or result
in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result in the creation of any lien, security
interest, charge or encumbrance upon the Company’s share capital or assets under, (D) result in a violation of, or (E)
require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or
administrative or governmental body or agency pursuant to, the amended and restated memorandum and articles of association of the Company
(as in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law,
statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject,
except for any filings required after the date hereof under federal or state securities laws.


 


		(c)	Title to Securities. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Ordinary
Shares issuable upon exercise of the 2021 Sponsor Warrants will be duly and validly issued, fully paid and non-assessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the 2021
Sponsor Warrants and the Ordinary Shares issuable upon exercise of such 2021 Sponsor Warrants, free and clear of all liens, claims and
encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii)
transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of
the Purchaser.



 


		(d)	Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.



 


Section 3.               
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and
issue and sell the 2021 Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive the Closing Date) that:


 


		(a)	Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.



 






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		(b)	Authorization; No Breach.



 


(i)                
 This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)             
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser does not and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


		(c)	Investment Representations.



 


(i)                
The Purchaser is acquiring the 2021 Sponsor Warrants and, upon exercise of the 2021 Sponsor Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)             
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”).


 


(iii)           
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)            
The Purchaser has not entered into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


(v)              
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)             The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 






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(vii)         
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction or (2) sold in
reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange
Commission (the “SEC”) has taken the position that promoters or affiliates of a blank check company and their transferees,
both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the
securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for
resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold
only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 


(viii)       
The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4.               
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the 2021 Sponsor
Warrants are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:


 


		(a)	Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and
correct at and as of the Closing Date as though then made.



 


		(b)	Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before the Closing Date.



 


		(c)	No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.



 






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Section 5.               
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before the Closing Date, of each of the following conditions:


 


		(a)	Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and
correct at and as of the Closing Date as though then made.



 


		(b)	Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date.



 


		(c)	No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.



 


Section 6.               
Termination. This Agreement may be terminated at any time after July 31, 2022 upon the election by either the Company or
the Purchaser upon written notice to the other party.


 


Section 7.               
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the
Closing Date.


 


Section 8.               
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act.


 


Section 9.               
Miscellaneous.


 


		(a)	Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof.



 


		(b)	Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.



 






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		(c)	Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures
of more than one party, but all such counterparts taken together shall constitute one and the same agreement.



 


		(d)	Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be
by way of example rather than by limitation.



 


		(e)	Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York.



 


		(f)	Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto.



 


[Signature Page Follows] 


 






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


 


	 	COMPANY:




 


	 	DUDDELL STREET ACQUISITION CORP.
	 	 
	 	By:	/s/ Manoj Jain
	 	 	Name:	Manoj Jain
	 	 	Title:	Chief Executive Officer


 


	 	PURCHASER:




 


	 	DUDDELL STREET HOLDINGS LIMITED
	 	 
	 	By:	/s/ Manoj Jain
	 	 	Name:	Manoj Jain
	 	 	Title:	Director


 


[Signature Page - Sponsor
Warrants Purchase Agreement]