or against or vote at all on the Business Combination Proposal or any other Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. See “The Special Meeting — Redemption Rights.”
The Backstop Agreement was executed by DSAC and the Backstop Parties primarily to ensure the satisfaction of the minimum cash proceeds condition set forth under the Business Combination Agreement, reduce redemption-related risks and facilitate the successful consummation of the Business Combination. In addition, funds received from the backstop transactions will be deposited into the Trust Account and utilized by New FiscalNote subsequent to the Closing for its working capital and other purposes, which will improve the financial condition of New FiscalNote. The Backstop Parties and the Sponsor will benefit from the backstop transactions and the consummation of the Business Combination, which benefits are different from, or in addition to, those available to DSAC shareholders and warrant holders generally. See “The Business Combination Proposal — Interests of DSAC’s Directors and Officers and Others in the Business Combination.”