#1d. MIRROR_X": .use_x = True = False od.use y mod.use_z = False ation = mod.us mod.u mod.u ation od. Rod misor ob 25 125.425 "MIRROR_Y": لا False True z = False "MIRROR : e_x = False ey = False z=True the end add bak 7 11 objects.active morifier jects.active fier Erirodi fien ob Management Presentation HR1 AB 1010 A 4796 healthcare read Read Currently showing - Sen By We're looking for international bills... Search Discovery Alert Settings You will be notified with Daly Digests by Email on newly discovered International n these Countries Switzerland Edit: Discovery Alert When new bils are are published in the future, they'll go h Search for: Switzerland Bills: Healthcare Search Translated as healthcare soins de santé gowed by Google Translate Fiscal Note DECEMBER 2021 | STRICTLY PRIVATE AND CONFIDENTIAL#22 Disclaimer This presentation contains proprietary and confidential information of Fiscal Note Holdings, Inc ("FiscalNote") and Duddell Street Acquisition Corp. (NASDAQ: DSAC, "Duddell Street"), and the entire content should be considered "Confidential Information." Neither Duddell Street, Fiscal Note, Citigroup Global Markets Inc. ("Citi"), J.P. Morgan Securities LLC (together with Citi, the "Placement Agents") nor any of their respective affiliates, representatives, partners, directors, officers, employees, advisers or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the transactions contemplated in this presentation. To the full extent permitted by law, no responsibility or liability whatsoever is accepted by any such person for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. This presentation is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Duddell Street or FiscalNote and is not intended to form the basis of any investment decision in Duddell Street or Fiscal Note. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and you must make your own investment decision and perform your own independent investigation and analysis of an investment in Duddell Street or Fiscal Note and the transactions contemplated in this presentation. By participating in this presentation, you expressly agree to keep confidential this presentation and all otherwise non-public information disclosed by us, whether orally or in writing, during this presentation or in these presentation materials. You also agree not to distribute, disclose or use such information for any purpose, other than for the purpose of evaluating your participation in the potential financing of the transactions contemplated in this presentation and to return to Fiscal Note and Duddell Street, delete or destroy this presentation upon request. By participating in this presentation, you acknowledge that you are (i) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that you will neither use, nor cause any third party to use, this presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. This presentation relates to the potential financing of a portion of the transactions contemplated in this presentation through a private placement of equity securities. This presentation shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act. This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other specific product. Any offering of securities (the "Securities") will not be registered under the Securities Act of 1933, as amended (the "Act"), and will be offered as a private placement to a limited number of institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Act and "Institutional Accounts" as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither FiscalNote nor Duddell Street is making an offer of the Securities in any state where the offer is not permitted. The information contained in this presentation is only addressed to and directed at persons in member states of the European Economic Area and the United Kingdom (each a "Relevant State") who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In addition, in the United Kingdom, the presentation is being distributed only to, and is directed only at, Qualified Investors who are persons (i) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the information relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State. This presentation is intended solely for the purposes of familiarizing investors. To the extent the terms of any potential transaction are included in this presentation, those terms are included for discussion purposes only. NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Use of Data This presentation contains information concerning Fiscal Note's products, services and industry, including market size and growth rates of the markets in which Fiscal Note participates, that are based on industry surveys and publications or other publicly available information, other third-party survey data and research reports. This information involves many assumptions and limitations; therefore, there can be no guarantee as to the accuracy or reliability of such assumptions and you are cautioned not to give undue weight to this information. Further, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. This modelling data is subject to change. Neither Fiscal Note nor Duddell Street has independently verified this third-party information. Similarly, other third-party survey data and research reports commissioned by Fiscal Note or Duddell Street, while believed by Fiscal Note and Duddell Street to be reliable, are based on limited sample sizes and have not been independently verified by Fiscal Note or Duddell Street. In addition, projections, assumptions, estimates, goals, targets, plans and trends of the future performance of the industry in which Fiscal Note operates, and its future performance, are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by Fiscal Note and Duddell Street. None of Duddell Street, Fiscal Note and the Placement Agents assumes any obligation to update the information in this presentation. Use of Projections The financial, operational, industry and market projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Duddell Street's and Fiscal Note's control. While all financial, operational, industry and market projections, estimates and targets are necessarily speculative, Duddell Street and Fiscal Note believe that the preparation of prospective financial, operational, industry and market information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Fiscal Note's independent auditors have not studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial, operational, industry and market projections, estimates and targets, including assumptions, risks and uncertainties described in "Forward Looking Statements" below. The inclusion of financial, operational, industry and market projections, estimates and targets in this presentation should not be regarded as an indication that Duddell Street and Fiscal Note, or their representatives, considered or consider such financial, operational, industry and market projections, estimates and targets to be a reliable prediction of future events. Further, investors should note that the projections or revenue targets for FY2022 to FY 2025 are based on management estimates of both organic growth and growth via acquisitions, inclusive of acquisitions in the Company's pipeline. These acquisitions may not be consummated, or if they are, they may not be done on terms that the Company currently expects. As a result, investors should not place undue reliance on projections or the revenue targets for FY2022 to FY2025. Fiscal Note#33 Financial Information, Non-GAAP Measures Disclaimer (Cont'd) The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X promulgated under the Act. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or registration statement to be filed by Duddell Street with the SEC. This presentation contains "non-GAAP financial measures" that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Specifically, Fiscal Note makes use of the non-GAAP financial measure Adjusted EBITDA. This is not a recognized term under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow available for management's discretionary use as Adjusted EBITDA does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentations of Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. See Appendix for a reconciliation to the most directly comparable GAAP measures. Because not all companies use identical calculations, the presentations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. Additional Information If the contemplated business combination is pursued, Duddell Street will be required to file a preliminary and definitive proxy statement, which may be a part of a registration statement, and other relevant documents with the SEC. Shareholders and other interested persons are urged to read the preliminary and definitive proxy statement, prospectus, any other relevant documents filed with the SEC and any amendments thereto when they become available because they will contain important information about Duddell Street, Fiscal Note and the contemplated business combination. Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about Duddell Street, Fiscal Note and the contemplated business combination, without charge, at the SEC's website located at www.sec.gov. Duddell Street and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Duddell Street's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. This presentation does not contain all the information that should be considered in the contemplated business combination and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the contemplated business combination. It is not intended to form any basis of any investment decision or any decision in respect to the contemplated business combination. The definitive proxy statement will be mailed to shareholders of Duddell Street as of a record date to be established for voting on the contemplated business combination when it becomes available. Forward Looking Statements Certain statements in this presentation may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements with respect to (i) Fiscal Note's projected operational performance, including relative to its competitors, (ii) trends in the enterprise information services and legal regulatory information markets, (iii) FiscalNote's strategies and targets for customer growth, (iv) Fiscal Note's strategies and plans for mergers and acquisitions, and (v) other statements regarding Duddell Street's or Fiscal Note's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward- looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of Duddell Street's registration statement on Form S-1, any proxy statement/prospectus relating to the contemplated business combination, which is expected to be filed by Duddell Street with the SEC, other documents filed by Duddell Street from time to time with the SEC, and any risk factors made available to you in connection with Duddell Street, Fiscal Note and the contemplated business combination. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Duddell Street and Fiscal Note), and other assumptions, that may cause Fiscal Note's or Duddell Street's actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to, the risks, uncertainties and assumptions that will be described in any proxy statement/prospectus relating to the contemplated business combination, as well as the following: changes in domestic and foreign businesses, government regulation, and market, financial, political, and legal conditions; the risk that Fiscal Note may be unable to successfully commercialize its products and services; the effects of competition on Fiscal Note's business; Fiscal Note's and Duddell Street's exposure to litigation claims and other loss contingencies; Fiscal Note's ability to protect patents, trademarks, and other intellectual property rights; the uncertainty of the projected financial information with respect to Fiscal Note; disruptions and other impacts to Fiscal Note's business as a result of the continuing COVID-19 pandemic and other global health or economic crises; changes in customer demand; the parties may be unable to successfully or timely consummate the contemplated business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the contemplated business combination or that the approval of the shareholders of Duddell Street or stockholders of Fiscal Note is not obtained; failure to realize the anticipated benefits of the contemplated business combination; and the amount of redemption requests made by Duddell Street's shareholders. There may be additional risks that neither Duddell Street nor FiscalNote presently know or that Duddell Street and Fiscal Note currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Duddell Street and Fiscal Note assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Duddell Street nor Fiscal Note gives any assurance that either Duddell Street or Fiscal Note will achieve its expectations. This presentation is not intended to constitute, and should not be construed as, investment advice. Trademarks Fiscal Note and Duddell Street own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with FiscalNote or Duddell Street, or an endorsement or sponsorship by or of Fiscal Note or Duddell Street. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, * or symbols, but such references are not intended to indicate, in any way, that Fiscal Note or Duddell Street will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Fiscal Note#4Today's Speakers Tim Hwang CEO & Co-Founder FiscalNote Jon Slabaugh Chief Financial Officer & SVP of Corporate Development FiscalNote Reed Fawell Chief Revenue Officer & Senior VP FiscalNote Manoj Jain Chairman, CEO & Co-Chief Investment Officer DUDDELL STREET ACQUISITION CORP. Co-Founder & Co-Chief Investment Officer 4 Note: (1) Contingent on CFIUS clearance. MASO CAPITAL Director Nominee¹ FiscalNote Fiscal Note#5Transaction Overview Fiscal Note and DSAC Are Merging To Create A Leading Legal and Regulatory SaaS Platform FiscalNote AI/ML and data-driven enterprise SaaS company that delivers global legal, regulatory, and policy insights and analytics DSAC Acquisition Criteria Fiscal Note Holdings, Inc. (Proposed ticker - NASDAQ: NOTE) Target SPAC Size • $175MM $100M fully committed PIPE PIPE Size • Anchored by Maso Capital, an affiliate of the Sponsor Accelerated PIPE share registration¹ Enterprise value of $1.2BN (Post DeSPAC)² Would benefit from a powerful public - private valuation arbitrage Valuation Implies EV / FY22/23PF Sales2 of 6.87x / 4.64x based on management target of $173MM / $256MM run-rate revenue in FY22/23 Led by talented and visionary management team Backstop Clear pathway to create organic and inorganic value post merging Good opportunity to unlock potential and maximize value Well-positioned for strong and compelling growth globally At an operating / growth inflection point with ability to drive improved financial performance Robust public company governance and framework Voting Condition Min Cash Condition Target Closing Maso Capital, an affiliate of the sponsor, will backstop any redemptions from the trust account, providing $275MM of gross proceeds Maso Capital holds -23% of equity interest ($40MM of $175MM) and -38% of voting shares in DSAC Will vote in favor of the transaction ~15% of voting shares in DSAC held by public will be required to vote in favor of the transaction in order for it to be approved $190MM 1Q 2022 ΣΣΣΣ Σ LO 5 Note: (1) Subject to second SEC review period. (2) Refer to Transaction Summary on page 41 for details. Fiscal Note#6Sponsor Overview MASO CAPITAL Hong Kong based multi-strategy investment firm since 2012 • 60+ years of combined investment, sourcing and advisory experience of management team across major geographies Deployed over $20 billion of transaction capital since inception Capital markets expertise in pricing IPOs, secondary blocks. and private placements . Bridge gap between private / public markets Expertise to drive value in public market environment • Active global SPAC PIPE participant Broad Universe of Candidates TMT | Fintech | Logistics | Proptech | Solar | Consumer | Retail | BioTech | Clean Energy Round 1: 100+ Round 2: 20+ DUDDELL STREET ACQUISITION CORP. Primarily held by "uncorrelated" shareholder base therefore reducing SPAC arbitrage risk • Maso Capital - anchored IPO, holding $40MM of $175MM SPAC In total, Maso Capital holds ~38% of votes - reduces vote risk CEO Manoj Jain will join the board of the public entity as a Director¹ • Maso Capital has right to appoint an additional Independent Director to the board of the public entity Maso Capital will backstop SPAC trust account from redemptions .PIPE anchor DUDDELL STREET ACQUISITION CORP. Fiscal Note Due Diligence Process² Davis Polk Grant Thornton blackpeak MERCER 6 Note: (1) Contingent on CFIUS clearance; (2) Davis Polk, Grant Thornton and Blackpeak are third-party advisers to Duddell Street, who has conducted due diligence on FiscalNote on its own behalf only. Mercer is an advisor to Fiscal Note. FiscalNote#7Agenda Executive Summary Investment Highlights Financial Snapshot Valuation Overview Appendix#88 Executive Summary Fiscal Note Lal Actions Swarth 2020 Dections Rea Caneca Legisters B Mexica Argentina Committees Legislators Cometers Research Decuments Опр Status Breakdown E . Chile Colombi Per BU hance Germany Switzerland United Kingd Jua india Indonesia Thalant Document Dockets Comments Public Section Desk Disy ADAS Social Media Monitoring FiscalNote#9Pod.mirror object ject to mirror ob lon "MIRROR_X": mod.use_x = True mod.use y - False od.use ation se z = False od.use "MIRROR_Y": ex-False mod.use y = True mod.use_z-False Pation "MIRROR 2": mod.use_x=False d.use y-Fals mod.use_z-Truc mior ob +125.425 12438 de 15.65 25.425 ction at the end dd bake des .select-1 b.select-1 t.scene.objects.active mifier elected" + str(modifier of) modi Prob.select = 0 py.context.selected objects[ objects[one.name] sel6045 (please select exactly two objects, OPERATOR CLASSES s.Operator): +455 +455 airror to the selected object*** et.mirror mirror 34389.3 +123.85 7455 TE Technology Delivering Critical Legal Data and Insights in an Uncertain World Fiscal Note#10Boards and CEOs Face Increasing Global Regulations Regulatory Pressure Elon Mu JOHN DEERE "...I don't know if this is the end-all but clearly regulation relief would...help to grow private investment in US infrastructure" - - Allen's interview, 20171 66 ...People still want regulation, security amid tech competition... with all these competitors...we don't forget the basic principles" - Moynihan's interview, 2019 " AMGEN "...our business may be impacted by the adoption of new tax legislation...if we fail to... subject to significant sanctions" Bradway's letter to shareholders, 2020 Uber "...legal ambiguity on the status of independent workers makes it difficult for platforms like Uber..." Khosrowshahi's email, 2021 ~1,500 Global CEOs say regulatory and policy issues are the biggest threats to their businesses² 10 Note: (1) Former Chairman and CEO; (2) PwC Global CEO Survey (https://www.pwc.com/gx/en/ceo-survey/2020/reports/pwc-23rd-global-ceo-survey.pdf). FiscalNote#11The FiscalNote Solution EU hits Amazon with record- breaking $887M GDPR fine American retailers claim tariffs on Chinese goods hurt business Crypto exchange gets Singapore nod on digital token services EU Unveils Planned Carbon Tax on Imports Amid U.S. and Japanese Concerns during pandemic Exports from Ireland to Great Britain soar in post-Brexit trade imbalance China's draft Personal Information Protection Law unveils Nasdaq finalizes new board diversity rules and some companies may have some explaining to do Australia passes New Media Law that will require Google, Facebook to pay for news $6.4TN US Federal Govt. spending¹ 500k+ elected officials in the US² Fiscal Note Regolators saskrinky Wide TH 200k+ US bills introduced annually³ 1,300+ adopted Acts in 2020 in the EU4 Workflow €173BN EU budget in commitments 5 Unrivaled Information Embedded Workflows & Global to Manage Need-to-Know Policies Regulatory Risk Al-Powered Actionable Intelligence 123MM + daily pleadings in China Data SLO SLO Analytics Combining Data, Analytics & Workflow to Drive Actionable Insights Secure Government Funding Generate Incremental Revenue Minimize Costs of the HOUSE, BE SHY'S TRIA Research Differentiated & Mission-Critical Commentary on Policy Mitigate Reputational Risk 11 Note: (1) Ten Thousand Commandments, based on $1.9 trillion regulatory cost plus $4.4 trillion federal outlays share of 2019 GDP of $21.5 trillion; (2) FAVP.com; (3) onelegal.com, during 2019-2020 sessions; (4) EUR-Lex Statistics, only including basic Acts for 2020; (5) Based on the 2020 EU budget in commitments, which is the ability to contract legal obligations up to the ceiling in 2020. Sourced from Council of the European Union; (6) China Judgements Online (https://wenshu.court.gov.cn/), as of August 29, 2021. Fiscal Note#1212 Category Creator 舖 |2 = SA HR Sales Legal and Policy Finance Fiscal Note S&P Capital IQ PeopleSoft salesforce HubSpot Bloomberg Terminal® workday FACTSET > SEE THE ADVANTAGE ADP ☑endesk Crucial technology and embedded workflows on the desks of the world's decision makers Fiscal Note#13Scale Player with Global Footprint 3,000+ Subscription customers³ >50 of Fortune 100 are current customers Oxford Brussels Madison New York Washington DC Austin Baton Rouge Gurugram Singapore Seoul Hong Kong Sydney 8 3,3001 462 12 data sources countries locations 81 Years in operation5 ~650 Personnel globally6 91% 1H2021 revenue from subscription 命令 101% NRR7 for subscription products in Q2'218 $173 MM 2022PF revenue4 with strong subscription business 圖 100% US House & Senate Coverage 4.2x LTV/CAC⁹ for subscription products In 2020 13 Note: (1) Core legacy products as of June 30, 2021; (2) Denotes countries with data coverage in one or more platforms; (3) Number of customers with active subscription revenue as of June 30, 2021, including all acquired entities; (4) Refers to the 2022 revenue, pro forma'd with full year run rating of acquisitions made that year. (5) Denotes the years operating as FiscalNote. Acquired companies have maintained decades long client relationships; (6) As of Sep 30, 2021; (7) Net Revenue Retention ("NRR") is defined as the percentage of recurring revenue retained from existing customers over a defined period of time, including downgrades and reductions, plus expansions. Not including data from FactSquared or any acquired company from 2021; (8) Calculated as percentage of retained subscription revenue from the beginning of Q2'21 to the end of Q2'21; (9) LTV refers to lifetime value and CAC refers to customer acquisition costs. Fiscal Note#14Clear Value Proposition Government Agencies Secure government funding to support national security and engage in global diplomacy PARTMENT OF DEFENSE AMERIC $695BN1 DEPARTME HOMELAND SECURITY SECURITY NATIONAL S RITY AGENCE STATES OF AM $63BN3 $64BN2 2020 Budget Allocation Corporates Navigate increasingly complex regulatory landscape on key issues such as ESG, data privacy and anti-trust, and streamline access to legal information Nestle FedEx $94BN4 $69BN5 2020 Revenue Microsoft $143BN6 Non-Profits Advocating to elected officials to ensure access to funding and protection of interests nea NATIONAL EDUCATION ASSOX LAL IN ~3MM7 AMERICAN FARM BUREAU FEDERATION ~6MM 8 Members R NATIONAL ASSOCIATION OF REALTORS® ~1.4MM⁹ Cut back on contracts with 57 trade associations AMERICANS Nestle for the Cost Saving Achieved an annual cost savings of $4 million ARTS Funding Access Leveraged more than 365k grassroots activities through advocacy solutions ✓ Retained $300 million in federal arts & humanities funding Connecting policy-making participants to a 360 degree view of critical information and data 14 Note: (1) Senate Appropriations Committee press release; (2) House Committee on Appropriations press release; (3) Office of the Director of National Intelligence press release; (4) Nestle 2020 Annual Report; (5) FedEx 2020 Annual Report; (6) Microsoft 2020 Annual Report; (7) National Education Association website; (8) American Farm Bureau Federation website; (9) NRF website. Fiscal Note#1515 DEPARTMENT UNITED STA Resilience and Relevance During COVID-19 CDC CENTERS FOR DISEASE CONTROL AND PRLVENTION OF DEFENSE OF AMERICA Public Sector Customers UNITED FEDERAL STATES RESERVE VE SYSTEM THE WHITE HOUSE WASHINGTON NIH National Institutes of Health SUPREME COURT OF THE THE UNITED AstraZeneca Private Sector Customers 3M CNN Walgreens AMGEN KAISER PERMANENTE COVID-19 Coronavirus Vaccine Injection only Coronaving FiscalNote helps public and private sector clients navigate unpredictable issues in an increasingly uncertain world 21 20 Fiscal Note#16Idea to Market Leader 80%+ Revenue CAGR 30%+ Potential Revenue CAGR $8MM 1 Idea (2013-2017) Motel 6 in Silicon Valley to Washington, DC I Launched first product to bring clarity to disparate government data Seed & Early Investors votervoice Grassroots Advocacy Tool $173MM 2 (2022PF) Scale (2017-Present) Multiple Acquisitions ca ROLL CALL Legislative & Political Info SHUNGHAM EU Regulatory Intelligence I FactSquared Al-Powered Transcription Geographic Expansion4 Oxford Geopolitical Intelligence H ✓ Analytica NEA Growth Capital Mark Cuban Jerry Yang Steve Case S&P Global VISIONNAIRE VENTURES Firetrail RUNWAY GROWTH INVESTMENTS $400MM +3 (2025PF) Market Leader (Future) Organic Growth Increase customer LTV ✓ Accelerate logo bookings ✓ New product development ✓ International expansion ✓ Adjacent market entry Market Consolidation Value accretive targets Access to Public Markets 16 Lower cost of capital Technology Roots + Policy Expertise + Deal-Making Capacity Note: (1) Audited revenue from 2017; (2) Pro forma 2022 revenue, including full year effect of acquisitions under LOI and in pipeline; (3) Pro forma 2025 revenue, including full year effect of pipeline M&A targets. Target is based on management expectations regarding acquisition pipeline. See "Disclaimer--Use of Projections"; (4) Refers to locations where FiscalNote currently collects data and/or content from. FiscalNote#1717 Investment Highlights Fiscal Note Lal Actions Swarth 2020 Dections Rea Caneca Legisters B Mexica Argentina Committees Legislators Cometers Research Decuments Опр Status Breakdown E . Chile Colombi Per BU hance Germany Switzerland United Kingd Jua india Indonesia Thalant Document Dockets Comments Public Section Desk Disy ADAS Social Media Monitoring FiscalNote#1818 Investment Highlights Massive Market Opportunity 01 Diverse Blue Chip Customer Base 03 Prolific M&A Powerhouse 02 04 05 06 Al and Data-Driven Workflow Multiple Avenues of Organic Growth Visionary Management Team Fiscal Note#191 Large and Expanding Market Opportunity FiscalNote's Approaches to Drive Long-term Growth !!! 風 ☑ Clear Market Tailwinds Proliferation of regulatory complexity Lack of systems to track, assess and report Demand for workflow efficiency and automation Increasing use of data and information in decision-making Need for aggregation and standardization Enterprise Info Solutions TAM: $314BN1 1 Increasing Sales Capacity 2 Stronger Land & Expand International Market Growth - 3 Vast Opportunity in EU & APAC New Logo Acquisition from 4 Additional Segments Expansion of Data Assets & 5 Proprietary Technology Democratization of analytical capabilities in law Legal & Regulatory Info TAM: $37BN1 6 Further Investments to Drive Retention & Customer Relationships 61% YoY new logo bookings in Q3 2021 Note: (1) Outsell: Market landscape (as of August 12, 2021), denotes TAM of 2020; (2) Total Contract Value of both subscription and one-time revenue that were booked from new clients in quarter, excluding smaller scale revenue streams such as photo licensing and books sales. Does not include new bookings from acquired companies in 2021. Fiscal Note#2020 20 2 Al and Data-Driven Workflow Proprietary Data Ingestion & Processing Patented 1 Al-Enabled Core Corporate Filings Regulatory Enforcement Data Press Releases & Transcripts Global Legislation Social = Media Collect Process Better Experience Stakeholder Data with More Usage Standardize Event Predictions aws Al-Driven Network Effects Workflow Tools to Take Action, Measure, & Report Individualized Alerting Policy Monitoring Automated Reporting SELF- 8 REINFORCING Activity-Driven Recommendations Stakeholder Management Revenue & Funding & Collaboration Generation $300 F MuleSoft elasticsearch Built on Top of Modern Cloud Technologies Research & Analytics Streamlined Compliance Scalable platform to add new products, reduce time to market, build modern interfaces and create competitive differentiation Note: (1) 6 Patents issued, 2 patents allowed, 6 patents pending to date across various technology systems in Fiscal Note's portfolio of companies as of 6/30/2021. Fiscal Note#212. Proprietary Technology Stack FiscalNote's Proprietary Technology... ...Leading to Superior Outcomes for Customers ㅁㅁㅁ Powerful ingestion engine with query suggestion and expansion enables high-speed collection and validation of data Structured, standardized, and automated industry classification and subdocument labeling Connect Data Cross the silos between data sets and professionals to create relationships between structured and unstructured data Augment Workflows Integrate Al into existing human-driven processes with appropriate level of automation to reduce time and cost Data processor synthesizes raw information into standardized format Analysis and trends summarization allows for identification of potentially relevant data and content that may not have matched user-specific query 57 Defensible Technology Technical complexities in legal space require deep technology expertise and policy and legal expertise Data Network Effects Products' value increases via insights gained by automatically mapping usage data 21 24 Fiscal Note Building blocks for Fiscal Note's vision to become a next generation data company leveraging Al to rapidly deliver new datasets and enhance workflow tools#2222 22 2 Sifting Through the Chaos 9:07 < Overall: Nancy Palasi (D-C412) الا انه بالا Qe.g. PA 58 219, renewable energy, "specialty tier" Rulemaking | EPA-HQ-OAR-2017-0355 EPA 40 (-Party) (St Position (5) Edit Overview Documents Comments Timeline Actions Notes Stance Detection - Organization (1249) - Nancy is fairly liberal with an ideology score 1 or 10, Nancy tairy Thara rara In ALS aglat Overall Tina Yaar bent test or comment D more Exer sert L Negative Potion 1 Associations View all Comment Themes Dukathome to W FURNITU = Search Ⓒ-51 Toontow 58 A DO Outside se apo af authority-67 Die aufficient line-274 methodology questioned-157 My Account share Conflicting interey dissagraurant Hardship denari plion or mitigalan - $12 Investigation or judicis review-7.39 Morineations or clarificatione sugh 1206 Supand-9404 Opposition-21913 Other-7507 Filter By Category EPA HQ OAR 2017 03... | All Discussions User-Friendly Dashboards Il Comprehensive Data Predictive Analytics ✰ Embedded Workflows ☑Actionable Workflows Collaborative capabilities and easy access to workflows and data Searching, reporting, and alerting from unique global data and proprietary content sources Proprietary regulatory analysis and 94% accuracy¹ on likelihood of legislation passing Compare bill versions, perform real-time research, and log interactions with regulators Certified by 1 billion advocacy messages² These tools are essential so we have our finger on the global pulse of public policy activities. 3M People were blown away by how quickly I learned about the bill and how fast I was able to act. 99 Southwest Without FiscalNote's advocacy tools, we would not have been able to get our message out. Our members and the public could make their voices heard in 30 seconds. UNCF 60% of the time when users save a piece of legislation or regulation, they were first alerted to it by Fiscal Note's proprietary recommendation engine³ Note: (1) 94% of US federal and state bills that passed were predicted to pass by Fiscal Note Al; (2) Since 2018; (3) Pertaining to actions taken in the Fiscal Note application. FiscalNote#2323 23 3 Blue Chip Diverse Client Base Government (~24%) ENT THE UN PRESIDENT ARD OF OFFICE TH OF THE FEDER S DEPARTM GORS HOMELANI BANK OF JAPAN CDC CENTER FOR DISEASE CONTROL AND PREVENTION UNITED PARTME MENTO OF STATES NUCLEAM UNITED NATIONAL REGULATORY ---- + ISSION U.S. PRIVACY AND CIVIL LIBERTIES OVERSIGHT BOARD The LIBRARY Finance (~5%) SECURITY NEW YORK LIFE of CONGRESS STATES INTELLIGENCE AGE TED STATES OF PENTAGON LIBRARY Washington, D.C. Energy (~3%) Consumer & Retail (~2%) Transport (~2%) Chevron UBS eni pepsi PELOTON DELTA SOUTHWEST enel lyf Walgreens Nestle STRATA SOLAR VISTRA NIKOLA FedEx AMA AMERICAN MOTOR TURTATION MAKING SOLAR WORK DRIZLY ENERGINET RAIL PASSENGERS JEWELERS OF AMERICA Uber STATIS OF usbancorp TD Ameritrade COMMERCE Blackstone SallieMae Healthcare (~14%) AMGEN AANP A NURSE PRACTITIONLIS MERCK ASCP American Society for Clinical Pathology DCCC AstraZeneca Davita. Education (~5%) ADTALEM GLOBAL EDUCATION BAR Penn HARVARD Kennedy School JOHN F. KENNEDY SCHOOL OF GOVERNMENT הויו 2U Massachusetts Institute of Technology TMT (~5%) Microsoft T.-Mobile- SIEMENS ABB CNN 2Zillow >> interdigital. Business Services (~5%) THE CONCORD COALITION EY MediPharm Labs KELLY SERVICES EDUCATION COMMISSION OF THE STATES The New York Times Lenovo argus pwc Relied upon and recognized across major public and private sector customers Note: Figures and logos exclude products acquired in 2021. FiscalNote#244 "Land and Expand" Strategy Fueled by Cross & Upsell Increasing Customer Spending AAV 1,2 ($000s) Upselling Potential Enabled by User and Product-Based Pricing MORE PRODUCTS CAGR4 USAGE & WORKFLOWS FiscalNote UPSELL +2.7% 74 78 78 +5.8% +4.5% +13.0% CQ 35 38 39 ROLL CALL 16 17 17 88 10 votervoice ~50K 100K+ ACV Public Sector Enterprise Mid-Market SMB Q2'19 ■Q2 '20 ■ Q2 '21 24 24 Private Sector Staying Longer - Multi-Year Contracts % of ARR³ FactSquared ~20- Oxford Analytica 50K ACV SHUNGHAM DATA & CONTENT FIRESIDE ~10K - 52% 20k ACV 46% 37% Client Onboarding MORE USERS 3 Users 10 Users 20 Users + Q2 '19 67% 59% 58% 69% 65% 59% Q2'20 Q2 '21 Enterprise Mid-market SMB Customers spending more and staying longer for mission-critical insights Note: (1) Average Account Value ("AAV") is the total annualized subscription revenue at a point in time divided by the number of active accounts with subscription products; (2) As at June 2021 and excludes 2021 acquisitions; (3) ARR ("Annual Recurring Revenue") is defined as the value of contracted recurring revenue components from subscriptions normalized to a one-year period; (4) Based on specific figures, not rounded amounts. Fiscal Note#2525 55 4 Customer Growth Stories $ Multinational Biotech and Pharmaceutical Company Digital Publishing Company One of the largest US Trade Associations Global Law Firm 36x → 356,750 2x → 122,750 22x 138x 102,526 136,500 54,750 10,000 4,500 982 Initial ARR Today ARR Initial ARR Today ARR Initial ARR Today ARR Initial ARR Today ARR Key Product Key Product Global Team Collaboration Global Legislation Coverage Key Product Advocacy Data Management Key Product Policy Tracking Note: Initial ARR (Annual Recurring Revenue, the value of the contracted recurring revenue components of term subscriptions normalized to a one-year period) is as of earliest contract available. Fiscal Note#2626 global 4 Leveraging Core Technology for Organic Product Growth New Adjacent Market Opportunities FDA Approval Advocacy ESG B Regulated Sectors of the Future il " Tracking Geopolitical Risk Research ខ Central Bank Policy Monitoring Human Intelligence 自 Cryptocurrency Regulatory Monitoring Autonomous Driving Gig Economy US-China Relations Issues Management Government Affairs Gig Economy Compliance B ° ... ° ... Cryptocurrency Compliance Online Sports Betting Cybersecurity NLP regulation broker data social media field ML/AI Engine domestic regulation intelligence emerging market information EU policy transcripts hyper-local policy industry statistics stakeholder data web traffic domestic legislation global news market data global legislation census data Potential for long term investment in commercialization of Al technology and alternative data Diversity & Inclusion Cannabis Telehealth Leverage strengths in scaling data and workflow to develop vertically integrated solutions for high growth regulated sectors of the future FiscalNote#274 ESG is Just the Tip of the Iceberg Mapping ESG regulation... ...against enterprise data to produce actionable insights Leveraging Fiscal Note's Portfolio 27 27 Companies need to know the regulatory landscape... Regulations will always supersede the voluntary framework. Dr. Jean Rogers, Founder of the Sustainability Accounting Standards Board EQUILIBRIUM Al-driven, real-time ESG & Carbon Management SaaS platform (SASB) Al-enabled transcription around FactSquared government, finance & alternative data I believe the SEC should step in when there's this level of demand for information relevant to investors' decisions. Gary Gensler, Chairman of the U.S. Securities and Exchange Commission Oxford Analytica Geopolitical analysis & advisory powered by a worldwide network of experts Replicable strategies to leverage diverse customer base and technology to tap into other regulated sectors of the future FiscalNote#285 Prolific and Disciplined M&A Machine Key Statistics1 15 Completed acquisitions since 2015 ~$35MM Incremental M&A run-rate revenue in 2021 2017 Selected M&A Integrations SHUNGHAM • Geographic expansion + broadening of global information set .~14% CAGR in ARR since acquisition 2017 ☑ votervoice • Broadened critical capacity in advocacy technology .~23% CAGR in ARR since acquisition 9 Deals in 2021 2020 FactSquared 2021 Oxford Analytica 1,300+ Clients acquired through M&A LTM 3 New international operational footprints 2021 YTD (UK, AU, SG) Reduced cost + incremental capability • Millions of dollars of future outsourced vendor expenses expected to be saved through Al-powered transcription • Core technology contributes to other R&D initiatives Geographic expansion Broadened critical capability • Turnaround from negative growth ⚫ Securing long-term global contacts and enhancing cross-selling capabilities 28 Note: (1) As of Nov 30, 2021. FiscalNote#295 New Capital to Accelerate Growth A IDENTIFIED TARGETS >900 Potential revenue: >$1BN1 B SHORTLISTED >55 Potential revenue: >$375MM¹ C DISCUSSIONS or LOI¹ 17 Potential revenue: >$145MM Proven Strategies Playbook for acquisition and integration Track record of value creation through acquisition of datasets and cross/upselling key customer segments Dedicated team of M&A professionals ✔ Well-supported by CFO, GC and internal stakeholders Key Winning Factors Transaction structure Alignment of interests Scale and platform benefits Culture Non-competitive situations (i.e. not auctions) Criteria Deeply embedded customers Large market share Limited strategic options High subscription revenue streams Ability to cross-sell / up-sell Sub-sectors with competitive fragmentation Capital has been the historical handbrake on M&A — transaction will further accelerate prolific pace of M&A 29 Note: (1) Based on management estimates and preliminary financials received, including Forge and Frontierview transactions which have been closed recently. FiscalNote#3030 5 Strong Pipeline of Imminent Targets 2021 Closed Transactions + Signed LOI EQUILIBRIUM Cloud-based ESG Management TimeBase Australian Legislative & Regulatory Tracking Oxford Analytica predata FIRESIDE Al-Enabled Geopolitical Risk Technology Constituent Communications Platform Government Affairs Management Geopolitical Intelligence > Board.org & Advisory Professional Community Engagement Regulatory Intelligence Sample Discussions Platform for Voters in the US South America-based Legislative Regulatory Tools and Tracker Europe-based Political Data & Monitoring Provider of Key Government, Business, & Media Stakeholder Data Curate Civic Intelligence Monitoring Global Market & FRONTIERVIEW Sectoral Analysis Advisory EMEA Legislative & Regulatory Intelligence News Analysis on US Government Operations Al-based FORGE.AI Unstructured Data Processing Company Asia-based Software and Data Company for Finance and Corporations² Acquired (~$35.4MM) + Potential (~$1.5MM) PF Revenue: ~$37MM 1 International Targets ☐☐☐☐ Signed LOI Potential PF Revenue: ~$135MM 1 Note: (1) Based on management estimates, preliminary due diligence and subject to change; potential PF revenue of sample discussions represents all discussion stage targets, not just the ones highlighted here. (2) Under LOI. Global Policy and Financial Markets Analysis Fiscal Note#315 Proven Corporate Strategy of Buy, Build, and Grow No. of Deals 60 50 50 MARKET CAP ($BN) 30 30 40 40 20 10 DISRUPTOR Cloud based I AI/ML driven Modern core technology I Rich data & content Founder led 13 FiscalNote 10 240+ LEGACY 160+ & RELX Group IHS Markit 50+ 160+ CoStar Group™ Wolters Kluwer 250+ THOMSON REUTERS THOMSON REUTERS IHS Markit* & RELX Group Wolters Kluwer CoStar Group™ " 100 20 30 31 YEARS SINCE FOUNDING Building a disruptive global data company in a new era of technology Note: Capital IQ, Factset. Market data as of 20 Aug 2021. Number of deals includes acquisitions made by predecessors and subsidiaries of companies. (1) Historical market cap as of the first trade date available on Factset; (2) Year since founding of Thomson Reuters based on the foundation year of The Thomson Corporation, which is the later predecessor of the two merged companies. Fiscal Note#3232 32 6 Visionary, Founder-led Team with Strong Track Record Obama'08 Tim Hwang Chief Executive Officer Co-Founder 30 UNDER30 ResDiam.com Jon Slabaugh Chief Financial Officer SVP, Corporate Development PRINCETON UNIVERSITY ucg HARVARD 门 UNIVERSITY OPIS MCG miles CAPITAL CORPORATION GasBuddy Josh Resnik General Counsel, SVP Chief Content Officer Reed Fawell SVP Chief Revenue Officer First Data Aot LLinkLabs CEB ப GANNETT WHAT THE BEST COMPANIES DO Operating Businesses at Scale Public Company Experience Executing M&A Deals Silicon Valley Experience Krystal Putman- Garcia Chief Marketing Officer GM of Advocacy Advisory Board PBS Jennifer Yi Boyer SVP Diversity, Equity and Inclusion Chief People Officer ACT CIT Diversey Dr. Vlad Eidelman Chief Scientist Head of Al Research APL JOHNS HOPKINS Raytheon BBN Technologies National Science Foundation Paul Donnell Chief Accounting Officer pwc Inside DC Experience CNN CNN Top 10 Startups WORLD ECONOMIC FORUM Forbes World Economic Forum Technology Pioneer Forbes 30 Under 30 Goldman Sachs Goldman Sachs 100 Most Intriguing Entrepreneurs TSR The Software Report The Software Report Top 100 Companies Forbes Forbes Best Startup Employers Fiscal Note#336 Global Network of Advisors and Investors Diverse Background & In-depth Expertise Heidi Dubois Executive Vice President & Head of ESG of Edelman Adrian Fenty Special Advisor at Andreesen Horowitz; Former Mayor of Washington, D.C. Ron Gula Founder and former CEO of Tenable ANDREESSEN HOROWITZ tenable network security WASHINGTON DI Kellogg's Edelman VISA yahoo! KENSHO Columbia Business School AT THE VERY CENTER OF BUSINESS™™ 0000 ALLED STATES COMMENCE OF AMERICA CEB Bruce Mehlman Former Assistant Secretary of Commerce, Lead Lobbyist for Cisco Systems, General Counsel to the NRCC Tom Monahan Former CEO of CEB CISCO SASB GH GRAHAM HOLDINGS legalzoom The Washington Post MISTLETOE ECUTIVE >> NRCC 33 33 PRESIDENT Alec Ross Former Senior Advisor for Innovation to Secretary of State Clinton Kevin Rudd Former Prime Minister of Australia Carlos Gutierrez Former CEO of Kellogg Former United States Secretary of Commerce Dr. Glenn Hubbard Dean of Columbia B. School Former Chair, White House Council of Economic Advisors Daniel Nadler Founder and CEO of Kensho (acquired by S&P Global) Naoko Okumoto Former VP at Yahoo! (founded and led Yahoo! Japan JV), Managing Director of Mistletoe (family office Taizo Son) Dr. Jean Rogers Founder and former CEO/Chair of SASB Joe Saunders Former CEO of Visa John Suh Former CEO of LegalZoom Katharine Weymouth Director at Graham Holdings, Former Publisher of Washington Post Fiscal Note#346 Backed by Influential List of Equity Investors and Funds NEA GPO FUND Mark Cuban Jerry Yang Steve Case Arrowroot Capital Firetrail INVESTMENTS WINKLEVOSS CAPITAL VISIONNAIRE VENTURES 1 >$255 MM² Total funding raised GREEN VISOR CAPITAL MASO CAPITAL R RUNWAY GROWTH CAPITAL S&P Global $1.0BN³ Valuation last round 34 Note: (1) Visionnaire Ventures is the joint fund between Temasek Holding and Taizo Son; (2) Includes equity, convertible instruments and debt; (3) as of January 2021. FiscalNote#3535 55 Financial Snapshot Fiscal Note Lal Actions Swarth 2020 Dections Rea Caneca Legisters B Mexica Argentina Committees Legislators Cometers Research Decuments Опр Status Breakdown E . Chile Colombi Per BU hance Germany Switzerland United Kingd Jua india Indonesia Thalant Document Dockets Comments Public Section Desk Disy ADAS Social Media Monitoring FiscalNote#3636 36 Supported by Loyal Customers Driving Predictable Revenue Strong Momentum 55% FY21-23PF Revenue Growth Rate¹ Rapid, Sustainable Growth Revenue $173MM FY22PF1 High Margin 82% FY22PF Gross Margin² Improving Margins and Operating Leverage Near-Term Profitability 2023 EBITDA Positive Sticky Customer Base 101% Q2' 21 Net Revenue Retention³ Supported by Loyal Customers Satisfied Customers > 95% Customer Satisfaction Rate4 Note: (1) Run-rate revenue including acquisitions under LOI and in pipeline (at 30% probability weighting); (2) For the period indicated, reflects revenue less cost of revenue divided by revenue expressed as a percentage; (3) Calculated as growth against subscription products in Q1' 21 not including companies acquired in 2021; (4) Customer satisfaction rate is captured through customer response to support tickets and the 95% figure is calculated as the rolling monthly average of the previous twelve months as of 6/30/21. Fiscal Note#37Rapid, Sustainable Growth... Self-reinforcing combination of organic initiatives and M&A fueling durable and visible growth pathway Revenue ($MM) $45 $1 $108 $20 $65 $41 +63% $173 2020A revenue Revenue growth (Organic + M&A targets under LOI 2 Acquired)1 2021PF revenue Organic revenue Incremental revenue growth³ from M&A pipeline 4 2022PF revenue > $400+ ~2025PF revenue target 5 37 Management's target: 15-20% ARR organic growth + >25% growth from M&A activity in pathway to $400MM + Note: Totals may not add up due to rounding. (1) Includes pro forma acquisitions completed by Nov 2021; (2) Includes one target under LOI; (3) Reflects total organic revenue growth from 2021 including ~$10MM of revenue growth from the 2021 acquisitions (comprising ~$9.4MM from the acquisitions completed by Nov 30, 2021 and -$0.4MM from the target under LOI after Nov 30, 2021); (4) Run-rate revenue Fiscal Note estimate for all pipeline acquisitions at 30% probability weighting; (5) 2025E Revenue Target is based on management expectations regarding acquisition pipeline. See "Disclaimer--Use of Projections".#38Revenue by Type ($MM) supported by organic growth and M&A 10 acquisitions¹ targeted with total run-rate revenue of ~$37MM Identified acquisition targets with total run-rate revenue of ~$135MM Pace and scale of M&A continues to increase as company drives growth from acquired assets 2021-24 CAGR $365 +50% $55 $256 92% Recurring revenue $50 $173 $45 $309 +63% $108 $206 $372 $128 $65 $71 2020A 2021PF 2022PF 2023PF Organic Revenue 3 ■Run-rate Revenue Acquired (Current Year) 4 2024PF 38 Note: (1) 9 completed acquisitions in 2021 + 1 M&A under LOI; (2) Includes ~$35.4MM of run-rate revenue from targets acquired by Nov 30, 2021 and ~$1.5MM of run-rate revenue from one target under LOI; (3) Depicts organic revenue from legacy platform and acquisitions completed in the previous year; (4) Represents run-rate revenue acquired during the year of acquisition. For 2021, this represents 9 M&A targets acquired by Nov 30, 2021 and 1 other target under LOI. Run-rate revenue figure depicted for 2021. For 2022 to 2024, incremental acquired pipeline is based on a robust pipeline identified by management, with a 30% probability weighting as a margin of safety. Figures during the year of acquisition are based on run-rate values and not recognized. FiscalNote#39A Highly Efficient Business Model at Scale FY21E Long-term Scale (Expected) Gross Margin¹ 82% -88% Key Drivers High incremental margins Sales & Marketing 51% 31% -20% contribution margin 68% contribution margin Seller productivity; using automation for sales operations and CRM Research & 25% Development Editorial ~13% Unified platform for quicker integration of new products/acquisitions 20% ~12% Economies of scale in editorial and licensing General & 27% ~12% Administrative Focus on operational excellence and M&A synergies EBITDA Margin (21%) -30% +~10-15% Organic Growth =Rule of 40% 39 Note: (1) For the period indicated, reflects revenue less cost of revenue divided by revenue expressed as a percentage. FiscalNote#4040 Valuation Overview Fiscal Note Lal Actions Swarth 2020 Dections Rea Caneca Legisters B Mexica Argentina Committees Legislators Cometers Research Decuments Опр Status Breakdown E . Chile Colombi Per BU hance Germany Switzerland United Kingd Jua india Indonesia Thalant Document Dockets Comments Public Section Desk Disy ADAS Social Media Monitoring FiscalNote#41Sources & Uses Sources Cash in Trust¹ Transaction Summary Valuation In-Line with Last Funding Round Illustrative Pro Forma Ownership Illustrative Pro Forma Valuation $MM Pro Forma Valuation $MM, except per share data at Close 3 175 Share Price ($) 10.00 Private Placement (PIPE) 100 Shares Outstanding² 132 SPAC Sponsor 44 Pro Forma Market Capitalization 1,318 Existing Shareholder Rollover 1,000 Pro Forma Net Debt (130) Total Sources 1,318 Pro Forma Enterprise Value 1,188 13% 3% 8% Uses $MM EV FY22PF Sales4 Existing Shareholder Rollover 1,000 EV/FY23PF Sales4 Debt Paydown 127 SPAC Sponsor 44 Cash on Balance Sheet 118 Transaction Expenses 30 Total Uses 1,318 Illustrative Pro Forma Capital Structure ($MM) Cash & Cash equivalents Total Indebtedness5 6.87x 4.64x 76% 41 Total Debt Net Debt Oct-21 32 Adjustments Pro Forma at Close 118 151 147 (127) 21 147 21 115 (130) ■ Existing FN Shareholders Public SPAC Shareholders ■PIPE Investors ■SPAC Sponsor Note: (1) Cash in trust is 100% backstopped by the SPAC Sponsor and its affiliates; (2) Excludes seller earnout of 3% of shares outstanding at closing of transaction at each of $12.5 / $15 / $20 / $25; (3) Pro forma ownership excludes the impacts of public and private warrants held by the SPAC shareholders and the SPAC sponsor. Does not reflect percentages of voting rights, which will be impacted by dual class structure to be adopted whereby certain Existing Fiscal Note Shareholders such as co-founders are expected to hold high vote Class B common stock as set forth in the definitive business combination agreement, while public shareholders are expected to hold Class A common stock which carries one vote per share; (4) Based on FY22PF and FY23PF revenue and pro forma enterprise value. (5) Excludes approximately $15mm of fees and repayment costs. Fiscal Note#42Attractive DeSPAC Valuation Relative to Peers 2022E EV/Sales Core Comps 25.3x 23.3x 8.8x 8.2x 6.9x Info Services 32.4x 13.6x 12.9x 25.7x Vertical Software 21.9x 22.2x 19.0x 19.3x Median: 19.0x Mean: 18.0x 12.9x 12.2x 11.9x 1 Fiscal Note ■DISCO legalzoom intapp MSCI CoStar Group Z zoominfo tyler QPalantir Veeva chrologis Avalara PROCORE GUIDEWIRE ■lilncino Duck Creek Technologies Alkami EV 1.2 3.2 5.3 1.8 55.2 30.8 28.1 23.6 48.9 46.7 15.3 11.6 9.6 7.0 3.7 2.4 ($BN) 42 Note: FactSet. Market data as of November 3, 2021. (1) FiscalNote multiple calculated off 2022PF EV / Sales. Fiscal Note#43Attractive DeSPAC Valuation Relative to Peers (Cont'd) Core Comps Info Services 2023E EV/Sales Vertical Software 17.6x 22.9x 24.8x 11.3x 11.6x 7.4x 6.7x 4.6x 20.0x 18.4x 15.3x 15.7x 11.0x 17.5x Median: 15.3x 14.7x 10.0x Mean: 10.3x 1 Fiscal Note ■DISCO legalzoom intapp MSCI CoStar Group Z zoominfo tyler QPalantir Veeva chrologis Avalara PROCORE GUIDEWIRE ■lilncino Duck Creek Technologies Alkami EV 1.2 3.2 5.3 1.8 55.2 30.8 28.1 23.6 48.9 46.7 15.3 11.6 9.6 7.0 3.7 2.4 ($BN) 43 Note: FactSet. Market data as of November 3, 2021. (1) FiscalNote multiple calculated off 2023PF EV / Sales. Fiscal Note#4444 55% Operational Benchmarking 2021-23E Revenue CAGR 32% 30% 22% -18% = 16% 11% 15% 29% 24% 23% 19% 8% 25% 25% -18%==: Median: 22% === Mean: 21% FiscalNote ■DISCO legalzoom intapp MSCI CoStar Group Z zoominfo technologies tyler QPalantir Veeva Avalara PROCORE GUIDEWIRE incino Duck Creek Technologies Alkami 2.41 Growth Adjusted 2022E EV/Sales¹ 1.09 1.16 0.83 0.90 -0.72 0.75 0.80 0.85 0.56 0.37 0.12 1.50 0.89 0.65: 2 Z FiscalNote DISCO legalzoom intapp MSCI CoStar Group tyler Palantir Veeva Avalara PROCORE GUIDEWIRE lilncino Duck Creek Technologies zoominfo echnologies Note: FactSet. Market data as of November 3, 2021. (1) Calculated as 2022E EV/Sales divided by 21-23E revenue CAGR, divided by 100; (2) FiscalNote multiple calculated off 2022PF EV / Sales. Mean: 0.93 0.50 Median: 0.83 Alkami Fiscal Note#4545 82% Operational Benchmarking (Cont'd) 2022E Gross Margin 71% 69% 68% 88% 83% 81% 49% 81% 74% 73% 83% 52% Median: 70% 62% Mean: 70% 59% 57% 1 Fiscal Note ■DISCO legalzoom intapp MSCI CoStar Group Z zoominfo tyler Palantir Veeva technologies Avalara PROCORE GUIDEWIRE ■ncino Duck Creek Technologies Alkami Note: FactSet. Capital IQ, Market data as of November 3, 2021. (1) FiscalNote margin refers to 2022PF gross margin, which reflects revenue less cost of revenue divided by revenue expressed as a percentage for the period indicated. Fiscal Note#4646 84% Operational Benchmarking (Cont'd) 2023E Gross Margin 71% 69% .68%- 83% 80% I 89% 48% 79% 75% 72% 83% 52% Median: 71% 63% Mean: 70% 59% 60% 1 Fiscal Note ■DISCO legalzoom intapp MSCI CoStar Group Z zoominfo tyler QPalantir Veeva technologies Avalara PROCORE GUIDEWIRE incino Duck Creek Technologies Alkami Note: FactSet. Capital IQ, Market data as of November 3, 2021. (1) FiscalNote margin refers to 2023PF gross margin, which reflects revenue less cost of revenue divided by revenue expressed as a percentage for the period indicated. Fiscal Note#47LegalTech - Existing Institutional Buy-side and Sell-side Following Limited Investable Public Float Investor² IPO Mkt. Cap IPO Size 1 Cornerstone² IPO Date ($MM) ($MM) ($MM) intapp legalzoom Jun 30, 2021 1,569 314 Jun 30, 2021 5,507 616 ●DISCO Jul 21, 2021 1,820 240 Total $1.2BN Total $350MM PARTNERS TCV BlackRock BlackRock DRAGONEER NEUBERGER BERMAN Attractive Entry Multiple Provides Margin of Safety and Re-rating Potential 60 240 TEMASEK Great Hill 50 Fiscal Note 6.9x 47 13.3x 3 3 8.5x --- Mean: 10.0x 8.1x- FiscalNoteⓇ 6.9x 23.3x Mean: 13.4x 3 FiscalNote 8.8x 8.2x 4.6x 17.6x $820MM public float 7.4x 6.7x Mean: 10.6x IPO Multiple (22E EV/Sales) Current Multiple (22E EV/Sales) Current Multiple (23E EV/Sales) Note: Company Fillings, FactSet, Dealogic. Market data as of November 3, 2021. (1) Post-greenshoe and excluding any secondary offerings; (2) including Concurrent Private Placement for LegalZoom's IPO; (3) Fiscal Note's multiple is based on FY22PF and FY23PF revenue. Fiscal Note#4848 Why Duddell Likes FiscalNote - "Elegance in its Simplicity" Fundamental 1 Category creator that can turbo charge consolidation - no longer capital constrained 2 Ready to scale with multiple growth vectors: SaaS flywheel, adjacent verticals, geographic expansion 3 Precedent value creation in information services sector: base + bolt-ons FiscalNote Structural & Technical 4 Founder-led management - conservative by nature, with "beat and raise" mentality 1 Credibility through high quality venture capital and strategic led funding rounds 2 Public market institutional demand for LegalTech - visible listed peers with limited investable float 3 Track record and familiarity from Maso's prior investment experience in company 5 4 Seller earnout at $12.5 / $15 / $20 / $25 and sponsor commitment provides alignment with shareholders Valuation margin of safety - execution leads to a potential equity re-rating Great Company | Attractive Valuation |Right Structure Fiscal Note#4949 Thank You Fiscal Note#5050 50 Appendix Fiscal Note Actions Swarth 2020 Dections Rea Caneca Legisters B Mexica Argentina Committees Legislators Cometers Research Decuments Опр Status Breakdown E Lal . Chile Colombi Per BU hance Germany Switzerland United Kingd Jua india Indonesia Thalant Document Dockets Comments Public Section Desk Disy ADAS Social Media Monitoring FiscalNote#5151 Glossary • AAV: Average Account Value is the total ARR at a point in time divided by the number of active accounts • ACV: Annual Contract Value on any single account. Some large accounts have multiple contracts within that account, therefore the ACV is the annualized sum of those contracts • Al: Artificial intelligence (AI) refers to the simulation of human intelligence in machines that are programmed to think like humans and mimic their actions • ARR: Annual Recurring Revenue (ARR) is the value of the contracted recurring revenue components of term subscriptions normalized to a one-year period • Booking: A booking refers to when a customer books the Company's products and services and commits to the orders • CAC: CAC, or customer acquisition cost, measures the cost related to acquiring a new customer • LTM: Referring to period consisting of the previous twelve (12) months • LTV: LTV, or lifetime value, measures customer's revenue generated over their entire relationship with a company • LTV/CAC: The LTV/CAC ratio compares the value of a customer over their lifetime, compared to the cost of acquiring them • ML: Machine learning (ML) is a branch of artificial intelligence and computer science which focuses on the use of data and algorithms to imitate the way that humans learn, gradually improving its accuracy • NRR: NRR (Net Revenue Retention) is defined as the percentage of subscription revenue retained from existing customers over a defined period of time, including downgrades and reductions, plus expansions • PCAOB: The Public Company Accounting Oversight Board (PCAOB) is a nonprofit corporation created by the Sarbanes-Oxley Act of 2002 to oversee the audits of public companies and other issuers in order to protect the interests of investors • Pre-money valuation: A pre-money valuation refers to the value of a company before it receives other investments such as external funding or financing • Rule of 40: Rule of 40 is a common metric to measure the performance of SaaS companies. If Revenue Growth + EBITDA Margin > 40%, a SaaS companies is deemed competitive • YTD: Year to date (YTD) refers to the period of time beginning the first day of the current calendar year or fiscal year up to the current date Fiscal Note#52Revenue Gross Profit Adjusted to exclude the following: Stock based compensation Dep & Amort 52 42 Non-GAAP Reconciliations Actual Forecast Forecast Forecast Forecast 2020 2021 2022 2023 $65.2 $106.4 $126.2 $151.3 2024 $187.3 $52.5 $84.9 $103.3 $126.8 $160.0 0.0 3.0 2.1 1.9 1.8 1.5 Non GAAP Gross Profit - $55.6 $86.9 $105.3 $128.5 $161.5 Operating Income ($26.7) ($38.8) ($25.7) ($4.8) $21.4 Adjusted to exclude the following (incl. the portion related to cost of revenue) Stock based compensation 1.0 Dep & Amort 11.5 13.8 14.6 15.0 15.2 IPO / SPAC M&A Litigation Non GAAP Operating Income (Adjusted EBITDA) 3.1 0.5 0.5 0.5 0.5 1.2 1.2 1.2 1.2 Adjusted EBITDA (%) ($14.2) ($20.1) ($9.4) $11.9 $38.3 (22%) (19%) (7%) 8% 20% Note: Figures in $MM. Numbers depicted do not include revenue/income from M&A targets under LOI or in the pipeline, they only include run-rate figures for acquisitions completed by Nov 30, 2021. Fiscal Note#5353 ($mm, except where noted) Revenue Organic Current Organic Completed Deals in 2021 Under LOI¹ Total Financial Model Summary FY19A FY20A FY21E FY22E FY23E FY24E 2021-24 CAGR 66 59 65 71 81 93 35 45 58 112 76 1 2 3 $66 $65 $108 $128 $155 $193 21% (1%) 66% 19% 21% 25% % growth Future Acquisitions² 45 102 172 Total PF Revenue (inclusive of Acquisitions)³ $66 $65 $108 $173 $256 $365 50% % growth (1%) 66% 61% 48% 42% Cost of Sales³,4 $13 $13 $22 $31 $40 $53 34% Total PF Gross Profit (inclusive of Acquisitions)³ $53 $53 $86 $143 $216 $312 54% % margin 80% 81% 79% 82% 84% 85% Adjusted EBITDA (Organic only) 4,5 ($13) ($14) ($20) ($9) $12 $38 % margin (19%) (22%) (19%) (7%) 8% 20% Note: Totals may not add up due to rounding. (1) Includes one target under LOI; (2) 30% probability weighting applied to pipeline acquisitions; (3) Denotes run-rate revenue which includes revenue acquired during the year of acquisition. (4) Inclusive of completed acquisitions, targets under LOI and in pipeline on a run-rate basis; (5) Only includes acquisitions through November 30, 2021; does not include transactions closed thereafter or M&A targets under LOI/in pipeline. FiscalNote#5454 Risk Factors Risks Related to Fiscal Note's Business ° FiscalNote has recently experienced rapid growth that may not be indicative of future growth, which makes it difficult to forecast its revenue and evaluate its business and prospects. If FiscalNote fails to manage its growth effectively, its business, financial condition, results of operations and prospects could be materially and adversely affected. Fiscal Note has a history of net losses, anticipates increasing operating expenses in the future, and may not be able to achieve and, if achieved, maintain profitability. Fiscal Note generates a significant percentage of its revenues from recurring subscription-based arrangements, and if it is unable to maintain a high renewal rate, its business, financial condition, results of operations and prospects could be materially and adversely affected. If FiscalNote is unable to attract new customers, retain existing customers, expand its products and services offerings with existing customers, expand into new geographic markets or identify areas of higher growth, its revenue growth and profitability will be harmed. Fiscal Note's efforts to expand its service offerings and to develop and integrate its existing services in order to keep pace with policy, regulatory, political and technological developments may not succeed. A principal focus of FiscalNote's business strategy is to grow and expand its business through acquisitions. Fiscal Note may not be able to successfully identify attractive acquisition opportunities or make acquisitions on terms that are satisfactory to it from a commercial perspective. Fiscal Note may not realize expected business or financial benefits from acquisitions or integrate acquired businesses in an efficient and effective manner, or such acquisitions could divert management's attention, increase capital requirements or dilute stockholder value and materially and adversely affect FiscalNote's business, financial condition, results of operations and prospects. FiscalNote recognizes revenues over the term of the agreements for its subscriptions and, as a result, there is often a lag in realizing the impact of current sales or cancellations in reported revenues by Fiscal Note, and a significant downturn in FiscalNote's business may not be reflected immediately in its operating results. Fiscal Note's sales cycles are variable, depend upon factors outside its control, and could cause it to expend significant time and resources prior to generating revenues. Fiscal Note may experience fluctuations in its quarterly and annual operating results. If Fiscal Note has overestimated the size of its total addressable market, Fiscal Note's future growth rate may be limited. Fiscal Note relies on third parties, including public sources, for data, information and other products and services, and Fiscal Note's relationships with such third parties may not be successful or may change, which could adversely affect its results of operations. If Fiscal Note is not able to obtain and maintain accurate, comprehensive, or reliable data, it could experience reduced demand for its products and services. Fiscal Note's CQ Roll Call business currently relies on sources of revenues that have been, and likely will continue to be, negatively affected by digital commerce and media. Fiscal Note's ability to introduce new features, integrations, capabilities, and enhancements is dependent on adequate research and development resources. If Fiscal Note does not adequately fund its research and development efforts, or if its research and development investments do not translate into material enhancements to its products and services, Fiscal Note may not be able to compete effectively, and its business, financial condition, results of operations and prospects may be adversely affected. Fiscal Note's ability to introduce new features, integrations, capabilities, and enhancements is dependent on adequate research and development resources. If Fiscal Note does not adequately fund its research and development efforts, or if its research and development investments do not translate into material enhancements to its products and services, Fiscal Note may not be able to compete effectively, and its business, financial condition, results of operations and prospects may be adversely affected. Increased accessibility to free or relatively inexpensive information sources that offer comparable value to customers may reduce demand for Fiscal Note's products and services. Fiscal Note#55. . • • Risk Factors (Cont'd) If Fiscal Note fails to maintain and improve its methods and technologies, or anticipate new methods or technologies, for data collection, organization, and analysis, competing products and services could surpass those of FiscalNote in depth, breadth, or accuracy of its data or in other respects. Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become direct competitors to FiscalNote. If Fiscal Note fails to protect and maintain its brands, its ability to attract and retain customers will be impaired, its reputation may be harmed, and its business, financial condition, results of operations and prospects may suffer. Fiscal Note has a significant portion of its sales to U.S. and foreign government agencies and other highly regulated organizations, which are subject to a number of challenges and risks. Fiscal Note assists customers in certain legislative and other governmental relations matters, which activities may be deemed to be lobbying efforts. FiscalNote's international operations subject it to additional risks that can adversely affect its business, results of operations and financial condition. Fiscal Note has significant operations and assets in the UK, Belgium, Australia, South Korea, India, Singapore, and Hong Kong and, as a result, will be subject to risks inherent in doing business in those jurisdictions, which may adversely affect its financial performance and operating results. Fiscal Note's company culture has contributed to its success and if Fiscal Note cannot maintain and evolve its culture as it grows, including through acquisition, its business could be materially and adversely affected. Fiscal Note relies on the performance of highly skilled personnel, including its management and other key employees, and the loss of one or more of such personnel, or of a significant number of team members, could harm its business. If Fiscal Note does not effectively maintain and grow its research and development team with top talent, including employees who are trained in artificial intelligence, machine learning and advanced algorithms, Fiscal Note may be unable to continue to improve its artificial intelligence capabilities, and its revenues and other results of operations could be adversely affected. Regulators in the U.S. and other jurisdictions where Fiscal Note operates may limit FiscalNote's ability to develop or implement its proprietary artificial intelligence algorithms and/or may eliminate or restrict the confidentiality of its proprietary technology, which could have a material adverse effect on FiscalNote's financial condition and results of operations. Issues in the use of artificial intelligence (including machine learning) in FiscalNote's platforms may result in reputational harm or liability. Failure to effectively develop and expand FiscalNote's marketing and sales capabilities could harm its ability to increase its customer base, expand its engagements with existing customers, and achieve broader market acceptance of its products and services. Any failure to offer high-quality support and professional services for Fiscal Note's customers may harm its relationships with its customers and, consequently, FiscalNote's business. Fiscal Note's business is subject to numerous legal and regulatory risks that could have an adverse impact on its business. Fiscal Note has incurred a significant amount of debt, some of which is secured by substantially all of Fiscal Note's assets, and may in the future incur additional indebtedness. Fiscal Note's payment obligations under such indebtedness may limit the funds available to FiscalNote, and the terms of Fiscal Note's debt agreements may restrict its flexibility in operating its business. FiscalNote is currently and may in the future be involved in legal actions and claims arising in the ordinary course of business. Adverse litigation judgments or settlements resulting from legal proceedings in which Fiscal Note may be involved could expose Fiscal Note to monetary damages or limit the ability to operate its business. 55 55 Fiscal Note#5656 Risk Factors (Cont'd) Fiscal Note's projections and key performance metrics are subject to significant risks, assumptions, estimates and uncertainties. As a result, FiscalNote's financial and operating results may differ materially from its expectations. Fiscal Note's use of any "open source" software under restrictive licenses could: (i) adversely affect Fiscal Note's ability to license and commercialize certain elements of its proprietary code base on the commercial terms of its choosing; (ii) result in a loss of Fiscal Note's trade secrets or other intellectual property rights with respect to certain portions of its proprietary code; and (iii) subject Fiscal Note to litigation and other disputes. Fiscal Note may not be able to adequately obtain, maintain, protect and enforce its proprietary and intellectual property rights in its data or technology. Fiscal Note may in the future be sued by third parties for various claims including alleged infringement, misappropriation or other violation of proprietary intellectual property rights. Fiscal Note is subject to sanctions, anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject Fiscal Note to criminal penalties or significant fines and harm its business and reputation. The COVID-19 pandemic has materially impacted Fiscal Note's operations, is still ongoing, and it or other pandemics or public health threats could adversely affect FiscalNote's business, financial condition, results of operations and prospects. Fiscal Note may be exposed to fluctuations in foreign currency exchange rates that could adversely impact its results of operations. Fiscal Note has entered into certain licensing agreements and other strategic relationships with third parties. These agreements and relationships may not continue and Fiscal Note may not be successful in entering into other similar agreements and relationships. If FiscalNote fails to maintain its current licensing agreements or establish new relationships, it could result in loss of revenue and harm Fiscal Note's business and financial condition or inability for Fiscal Note to use the intellectual property licensed to it by the applicable third party. Fiscal Note has identified material weaknesses in its internal control over financial reporting, and its management has concluded that its disclosure controls and procedures are not effective. While it is working to remediate any material weakness in its internal controls over financial reporting, it cannot assure you that additional material weaknesses will not occur in the future. If its internal control over financial reporting or its disclosure controls and procedures are not effective, it may not be able to accurately report its financial results or prevent fraud, which may cause investors to lose confidence in its reported financial information and may lead to a decline in its stock price. • As a private company, Fiscal Note has not endeavored to establish and/or maintain public company-quality internal control over financial reporting. If it fails to establish and maintain proper and effective internal control over financial reporting as a public company, its ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in its financial reporting and the trading price of its shares may decline. FiscalNote's risk management processes and procedures may not be effective. • Fiscal Note operates in competitive markets and may be adversely affected by this competition. Changes in tax laws or regulations in the various tax jurisdictions to which Fiscal Note is subject that are applied adversely to Fiscal Note or its customers could increase the costs of Fiscal Note's products and services and harm its business. FiscalNote#570 57 Risk Factors (Cont'd) Information Technology and Data Risks Cyber-attacks, security, privacy, or data breaches or other security incidents that affect Fiscal Note's networks or systems, or those of its service providers, involving sensitive, personal, classified or confidential information of FiscalNote or its customers could expose Fiscal Note to liability under various laws and regulations across jurisdictions, decrease trust in Fiscal Note and its products and services, increase the risk of litigation and governmental investigation, and harm to Fiscal Note's reputation, business, and financial condition. Fiscal Note depends on third parties for data, information and other services, and Fiscal Note's ability to serve its customers could be adversely impacted if such third parties fail to fulfill their obligations, if Fiscal Note is unable to effectively manage and minimize errors, failures, interruptions or delays caused by third parties or if Fiscal Note's arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all. Technical problems or disruptions affecting customers' access to Fiscal Note's services, or the software, internal applications, databases, and network systems underlying its services, could damage Fiscal Note's reputation and brands and lead to reduced demand for its products and services, lower revenues, and increased costs. FiscalNote#5858 Risk Factors (Cont'd) Risks Related to the Ownership of New Fiscal Note's Class A Common Stock • ° Following the consummation of the Business Combination, only its Co-Founders will be entitled to hold shares of New Fiscal Note Class B common stock, which shares will have 10 votes per share. This will limit or preclude other stockholders' ability to influence the outcome of matters submitted to stockholders for approval, including the election of directors, the approval of certain employee compensation plans, the adoption of amendments to its organizational documents and the approval of any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transaction requiring stockholder approval. Fiscal Note cannot predict the impact New Fiscal Note's dual class structure may have on the stock price of New Fiscal Note's Class A common stock. New FiscalNote will be a "controlled company" under NASDAQ listing standards, and as a result, its stockholders may not have certain corporate protections that are available to stockholders of companies that are not controlled companies. There may not be an active trading market for shares of New Fiscal Note's Class A common stock, which may cause shares of New Fiscal Note's Class A common stock to trade at a discount from their initial trading price and make it difficult to sell the shares of Class A common stock you purchase. Sales of a substantial number of New Fiscal Note's Class A common stock in the public market by its existing shareholders could cause New Fiscal Note's share price to decline. Fiscal Note's management team has limited experience managing a public company. Fiscal Note will incur increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives and corporate governance practices. If securities or industry analysts do not publish research or reports about its business, or if they downgrade their recommendations regarding New Fiscal Note's Class A common stock, New Fiscal Note's stock price and trading volume could decline. New FiscalNote may issue preferred stock, the terms of which could adversely affect the voting power or value of New Fiscal Note's Class A common stock. ⚫ Anti-takeover provisions in New Fiscal Note's organizational documents and Delaware law might discourage or delay acquisition attempts for New Fiscal Note that you might consider favorable. New FiscalNote's certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its stockholders, which could limit New FiscalNote's stockholders' ability to obtain a favorable judicial forum for disputes with New Fiscal Note or its directors, officers, employees, or other stockholders. FiscalNote