#1FiscalNote (NOTE) Management Presentation Q2 2023 Fiscal Note 15 AMIN#2Disclaimer Forward Looking Statements Certain statements herein may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or FiscalNote's future financial or operating performance. Statements regarding FiscalNote's financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma," "may," "should," "could," "might," "plan," "possible," "project," "strive," "budget," "forecast," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include: FiscalNote's ability to effectively manage its growth; FiscalNote's future capital requirements; demand for FiscalNote's services and the drivers of that demand; FiscalNote's ability to attract and retain customers, and expand its offerings with existing customers; FiscalNote's ability to successfully execute its acquisition strategy; FiscalNote's ability to develop, enhance, and integrate its existing platforms, products, and services; risks associated with international operations; potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents; competition and competitive pressures; FiscalNote's ability to retain or recruit key personnel; the outcome of any known and unknown litigation and regulatory proceedings; and FiscalNote's ability to adequately protect its intellectual property rights. These and other factors discussed in FiscalNote's SEC filings, including its most recent reports on Forms 10-K and 10-Q, particularly the "Risk Factors" sections of those reports, could cause actual results to differ materially from those indicated by the forward-looking statements made herein. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will occur or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Trademarks FiscalNote owns or has rights to various trademarks, service marks and trade names it uses in connection with the operation of its 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 an endorsement or sponsorship by or of FiscalNote. 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 FiscalNote will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Use of Data This presentation contains information concerning FiscalNote's products, services and industry, including market size and growth rates of the markets in which FiscalNote 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 modeling data is subject to change. FiscalNote has not independently verified this third-party information. Similarly, other third-party survey data and research reports commissioned by FiscalNote, while believed by FiscalNote to be reliable, are based on limited sample sizes and have not been independently verified by FiscalNote. In addition, projections, assumptions, estimates, goals, targets, plans and trends of the future performance of the industry in which FiscalNote 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 FiscalNote. FiscalNote assumes no obligation to update such information. Fiscal Note#3ject to airror_ob pod.mirror_object mior ob "MIRROR X": mod.use_x - True False False ration "MIRROR Y": mod.use_x= False mod.use - True mod.use_z - False ation "MIRROR: False d.use y 1.use z .use_x mod.use y-Fals mod.use_z - Truc ers.new action at the enddd bat des www.select- 1 b.select-1 de 15.955 25.425 t.scene.objects.active fier elected"+ str(modifier of) modi er ob.select- e .context.selected objects[e objects[one.name]sele 45 please select exactly two objects, t OPERATOR CLASSES +455 +455 125.425 s.Operator): airror to the selected object*** et.mirror_mirror_ 34389.3 +123.85 ΤΕ WHAT WE DO Deliver a SaaS-based platform for critical political, legislative and regulatory data and insights Fiscal Note#4Clear Value Proposition Crucial technology and embedded workflows on the desks of the world's decision makers சுர் Government Agencies Corporates Non-Profits & NGOs Secure government funding to support national security and engage in global diplomacy Large Enterprise FiscalNote Value Mid-Market / SMB Navigate increasingly complex regulatory, policy and geopolitical landscape and manage risk related to key issues such as ESG, data privacy and antitrust, supply chain management Advocate to elected officials to ensure access to funding and protection of interests Select FiscalNote Customers NT OF DEFEN FENSE UNITED STATES OF AMERICA Nestlē astellas NON Microsoft nea NATIONAL EDUCATION ASSOCIATION SECURITY UNITED STATES OF AGENCY OF AMERICA ST HOME FedEx AARP® BlueCross BlueShield STRATA SOLAR HARING SOLAR WORK R SECURITY NATIONAL ASSOCIATION OF REALTORS®#5Why It Matters Boards and CEOs Face Increasing Global Regulations and Uncertainty Mr. Mark Zuckerberg Fiscal Note Mr. Regulatory Pressure Elon Musk 66 66 Broadly speaking, I think, we as a sector need to do a better job clarifying with policymakers that, in order to invest in innovation...we need a pricing environment that rewards innovation, particularly when it improves outcomes for patients." & NOVARTIS - CEO Vas Narasimhan Q4 2022 Earnings Call Higher interest rates lead to the economy running leaner, more geopolitical instability leads to more volatility, and increased regulation leads to slower growth and increased costs of innovation...given this outlook, we'll need to operate more efficiently than our previous headcount reduction to ensure success." — - CEO Mark Zuckerberg 2023 Memo to Employees ∞ Meta 66 66 Political instability, changes to the regulatory environment or taxation, international trade disputes and barriers to free trade, international sanctions, expropriation or nationalization of property, civil strife, strikes, insurrections, acts of terrorism, acts of war and public health situations...may disrupt or curtail our operations or development activities." - BP 2020 Annual Report We need governments to provide clear pathways and a consistent taxonomy for sustainability policy, regulation, and disclosure across markets." CEO Larry Fink 2022 Letter to CEOs bp Note: (1) PwC Global CEO Survey (https://www.pwc.com/ceosurvey.html) BlackRock. More than half of surveyed global CEOs reported that changes in regulation will be the biggest impact to profitability in their industry in the next 10 years¹#6FiscalNote Snapshot Compounding Growth, Strong Retention, High Gross Margins $ $120M ARR¹ As of June 30, 2023 Adjusted 80% Gross Margin² Q2 2023 Fast track to positive Adj. EBITDA² Projected in Q3 2023³ T O 21% Y/Y GAAP Revenue Growth % 16% Y/Y ARR Growth % $38M Cash Sufficiently capitalized to support growth ~5,000 Customers FORTUNE 60+ of the Fortune 100 100 Are FiscalNote customers 98% Net Revenue Retention¹ Q2 2023 Diverse Revenue Base Balanced across enterprise, government and mid-market accounts All Data presented is as of June 30, 2023 (1) "Annual Recurring Revenue" or "ARR" and "Net Revenue Retention" or "NRR", are key performance indicators (KPIs).. (2) Non-GAAP measure. Please see "Non-GAAP Financial Measures" for definitions and important disclosures regarding these financial measures, including reconciliations to the most directly comparable GAAP measure. (3) Because of the variability of items impacting net income and unpredictability of future events, management is unable to reconcile without unreasonable effort the company's forecasted adjusted EBITDA to a comparable GAAP measure. (4) As of June, 2023 (5) Customers refer to individual buyers within a parent organization. Fiscal Note#7Category Creator Crucial Al technology and embedded workflows on the desks of the world's decision makers Legal and Policy சுமார் Fiscal Note ill © 2023 FiscalNote Finance S&P CAPITAL IQ Bloomberg FACTSET EV/23 Rev Multiple*: 9.0x ADP PeopleSoft HR workday. EV/23 Rev Multiple*: * Sourced from Factset and represents Average EV/23 Revenue Multiple for the public entities listed in each segment as of July 7,2023 6.7x fiscalnote.com $ Sector - Specific Info Services ►Clarivate™ CoStar Group™ A tyler EV/23 Rev Multiple*: technologies DEFINITIVE HEALTHCARE 8.4x Recent related M&A Transactions Adenza Avalara Rev Multiple at transaction: 10-17x V casetext Nasdaq fastcase vilex VISTA Other Recent related M&A Transactions EQUITY PARTNERS THOMSON REUTERS CC Oakley Capital BainCapital Fiscal Note#88 FiscalNote Growth Opportunity Investment Highlights Large, Growing Market Opportunity Diverse Blue Chip Customer Base Al and Data-Driven Workflow Multiple Avenues of Organic Growth Disciplined M&A Fiscal Note#99 Large and Expanding Market Opportunity ● 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 ● ● Clear Market Tailwinds ● (1) Outsell: Market landscape (as of August 12, 2021), denotes estimated TAM in 2020. (2) Outsell: Market landscape (as of April 24, 2023) Enterprise Info Solutions TAM: $314BN¹ Legal & Regulatory Info TAM: $40BN² Fiscal Note#10Blue Chip Diverse Client Base Relied upon and recognized across major public and private sector customers A PRESIDENT 1. YHLE GOVERNOR FIER SERVIS TAY READ US JUSTICE KRICA ALEKS Government Agencies DEPARTMENT ADMINISTRA CDC CENTERS FOR DISEASE CONTROL AND PREVENTION PARTMENT AFTED 815 U.S. DEPAR OF VATIN HOMELAND PREPAREIK SECURITY REF BANK OF JAPAN DEPARTMENT OF MERCE UNITED STATES RIMENTO OF AMERICA AMECH ENER NERGY NITED STATE CINE The LIBRARY of CONGRESS U.S. PRIVACY AND CIVIL LIBERTIES OVERSIGHT BOARD 10 Note: Data as of August 7, 2023. OFFICE UNITED STATIS INSTA SECURITY EASSIST POSTAL SISTANTS UNITED OF AMERICA REGULATORY SECRETARY OF LOGISTICS & TEC STATES AL INSPECTION ARMY DCCC ★★★ A FINANCE NEW YORK LIFE Sallie Mae usbancorp BNP PARIBAS Goldman Sachs abbvie UBS HEALTHCARE- AstraZeneca AANP ENERGY Ariancial AURSI. PRAC THE HONEKS Chevron ConocoPhillips STRATA SOLAR MAKING SOLAR WORK BlueCross BlueShield Association Abbott AMGEN 2U. Ili eni ENERGINET EDUCATION HAR Corporates VISTRA Penn HARVARD Kennedy School JOHN F. KENNEDY SCHOOL OF GOVERNMENT Massachusetts Institute of Technology EDUCATION COMMISSION OF THE STATES CONSUMER & RETAIL pepsi L'ORÉAL 7-ELEVEN DRIZLY Nestlē JEWELERS OF AMERICA TMT Microsoft CNN SAP The New York Times 2 Zillow Lenovo T Mobile hp SIEMENS -TRANSPORT- A DELTA lyf FedEx. NIKOLA Uber Hertz AMTRAK RAIL PASSENGERS ASSOCIATION BUSINESS SERVICES THE CONCORD COALITION BAIN & COMPANY bakertilly EY והויויוהו Willis Towers Watson argus Non-Profits & NGOs 5 AARP® U.S. Chamber of Commerce UNITED STATES OLYMPIC & PARALYMPIC COMMITTEE NFIB Big Brothers Big Sisters. OF AMERICA nea NATIONAL EDUCATION ASSOCIATION aft NAACP SFIA Sports & Fitness Industry Association HOUSEHOLD& COMMERCIAL PRODUCTS ASSOCIATION WWF World Wildlife Fund AMA AMERICAN MOTORCYCLIST ASSOCIATION FiscalNote#11Data Unrivaled Information & Global Need-to-Know Policies The FiscalNote Solution Secure Government Funding Workflow Embedded Workflows to Manage Regulatory Risk Dashboard 15.290.04 2049AM Generate Incremental Revenue 61 999-> 2021. SURAST PRE Analytics Al-Powered Actionable Intelligence 129 24 Ve Combining Data, Analytics & Workflow to Drive Actionable Insights DEAD A Minimize Costs Research Differentiated & Mission-Critical Commentary on Policy Mitigate Reputational Risk Fiscal Note#12Proprietary Ingestion and Processing Infrastructure with Al at the Core 12 010101 001010 B Sources 50k+ sources (text, audio, video) Government regulation, legislation, and policy data (local, state, federal) Data across countries, news, social, financial documents Millions of documents in different formats (pdfs, text formats, multiple languages) Different structure of source sites, changing data Ingestion Modular collection framework Smart Scrapers Reprocessing APIS Metadata Processing B a Human Augmentation layered in both ingestion and processing steps Merge Normalize Clean Extract Monitor FiscalNote#13FiscalNote Al Leadership Recognition from the world's most prominent Al organizations 13 Spotify Fiscal Note Khan Academy OP replit ZipRecruiter indeed Bard WOLFRAM Tripadvisor instacart 9 REDFIN Q С Uber Eats M Adobe CO 00000 Keynote speaker, Sissie Hsiao, Vice President and General Manager, Google Assistant and Bard at Google's Annual I/O Conference. OpenAl A Adobe Expedia Bring your trip plans to life-get there, stay there, find things to see and do. Canva instacart OpenAl Mural Research servicenow AISERA CLOUDFLARE ATLASSIAN Jira Noteable shop THOMSON REUTERS Product FN FiscalNote Provides and enables access to select market-leading, real-time data sets for legal, political, and regulatory data and Information. asana Coupert ATLASSIAN Trello Developers Safety Company skillsoft augeo KAYAK One Word Domains d decisions ChatGPT plugins Microsoft Klarna. Skyscanner Instacart Order from your favorite local grocery stores. New and existing plugin developers bandsintown Tripadvisor Trip.com esri Bitbucket expodia group OpenTable ORACLE smartsheet LIKE twilio WITIVIO Search L Lucid snowflake K KAYAK Search for flights, stays and rental cars. Get recommendations for all the places you can go within your budget. Farepo tal PIECES FOR DEVELOPERS OpenAl BOHITA Log in Sign up 7¹ WOLFRAM box Fiscal Note mailchimp Polly Spotify workhuman 8 Priority Matrix BrainStormⓇ freshworks MEETING ASSIST APP SPOTNANA wrike break thru go1 //.monday.com REDFIN SurveyMonkey Z zendesk GOLDEN Calendly Zillow Icertis SAP SuccessFactors Moveworks TeamViewer COLD Desk FiscalNote#14Leveraging Core Technology for Organic Product Growth ++ 14 New Adjacent Market Opportunities Geopolitical Risk Research global Central Bank Policy Monitoring social media regulation broker data field ESG FDA Approval Tracking Issues Management int Human Intelligence NLP ML / Al Engine domestic regulation EU policy Government Affairs elligence emerging market information transcripts hyper-local policy industry statistics Advocacy stakeholder data a Gig Economy Compliance web traffic B Cryptocurrency Regulatory Monitoring domestic legislation global news market data global legislation census data Potential for long term investment in commercialization of Al technology and alternative data Regulated Sectors of the Future Autonomous Driving B Cryptocurrency Compliance Diversity & Inclusion ar Gig Economy Online Sports Betting Cannabis si US-China Relations O ... O ... O Cybersecurity Telehealth Leverage strengths in scaling data and workflow to develop vertically integrated solutions for high growth regulated sectors of the future Fiscal Note#1515 Building on our Track Record of Disciplined, Accretive M&A 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 Statistics 17 Acquisitions since 2015¹ -$37MM Incremental M&A run-rate revenue² in 2021 New international operational footprints in 2021 (UK, AU, SG) ● ● Key Winning Factors Transaction structure Alignment of interests Scale and platform benefits Culture Non-competitive situations (i.e. not auctions) Selected M&A Integrations FactSquared 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 (1) Statistic as of June 2023. (2) Run Rate Revenue is a Management KPI defined as the ARR at period end + total pro forma LTM non-subscription revenue Deeply embedded customers Large market share Limited strategic options High subscription revenue streams Ability to cross-sell / up-sell Sub-sectors with competitive fragmentation ● Criteria ● C Curate Broader data coverage to key local data sets Cross Sell within two days of close Clients facing increasing exposure to local legislation and regulation Fiscal Note#16Fueling our "Land and Expand" Strategy Via Cross & Upsell Relied upon and recognized across major public and private sector customers ADDITIONAL DATA SETS ISSUES GEOGRAPHIES PRODUCTS 16 Upselling Potential Enabled by User and Product-Based Pricing USAGE & WORKFLOWS 10K - 20k ACV Client Onboarding 3 Users ~20- 50K ACV 10 Users ~50K- 100K+ ACV UPSELL 20 Users+ DATA & CONTENT MORE USERS 46x $10,000 OOO Multinational Biotech and Pharmaceutical Company Initial ARR Customer Growth Stories O O O $456,895 2022 ARR Key Product Global Team Collaboration Large Multinational Technology Company $918,493 37x $24,656 Initial ARR 2022 ARR Key Product Global Regulatory Strategy FiscalNote#17FN FiscalNote Value: -O- ● Enterprise Customer Journey: Case Study Large Energy Company Centralize efforts of disparate teams across government, corporate, legislative and regulatory affairs Manage and track policy and regulatory across all 50 states Buyers: Operations manager, Corporate Affairs; VP & GM Government Affairs ● Initial business challenge / solution: Frequent reorgs made continuity and communications across teams challenging. Selected FiscalNote products to centralize efforts of several disparate teams that sit under the Strategy, Policy & Development department which oversees government affairs, corporate affairs and legislative & regulatory affairs ACCOUNT ARR GROWTH $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 2016 all 2021 2020 2022 EXPANSION JOURNEY 2016 2019 2020 2022 2023 Initial user of congressional data FiscalNote sales team introduced our core FiscalNote product and regulatory data to centralize efforts of disparate teams across government, corporate, legislative and regulatory affairs Expanded to include European data (EUIT) Expanded US Policy analysis to include 14 additional policy issues. Allows company to visualize their policy and tracking efforts across all 50 states and provide reports for senior leaders to share across teams. Expanded number of users within the organization Potential growth opportunities: Expanding policy coverage to International Government Affairs and Corporate Affairs team to additional priority global markets FiscalNote#18겧 Enterprise Customer Journey: Case Study Global eCommerce Company FN FiscalNote Value: ● Modernized process for tracking global policy A more proactive policy engagement program for multiple business units across dozens of countries and issues Buyers: EU Policy Manager within the EU Public Policy department Legal department Multiple divisions and departments Initial business challenge / solution: Faced regulatory pressures and fines from the EU. ● Selected FiscalNote to monitor and analyze EU policies and regulations and engage proactively to understand and influence policymaking ACCOUNT ARR GROWTH $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $0 2020 2021 2022 EXPANSION JOURNEY 2019 2021 2022 2022 2022 2023 Initial user of EU data FiscalNote selected to modernize the customer's legal process for tracking global policy intelligence, to monitor three key issue areas across 40 countries and provide detailed dashboards to track sanctions Expanded to new division, five additional users for FiscalNote US local, state, federal policy data Expanded to another division, 10 additional users for FiscalNote state and medical board monitoring Selected by another division for policy monitoring across five issue areas, 16 countries and two multi-national bodies Client added additional countries for policy monitoring of two new issue areas Potential growth opportunities: Additional countries, issue area coverage and other business units Fiscal Note#19FN FiscalNote Value: ● ● ● Enterprise Enterprise Global Technology Company ● Centralized, integrated processes for tracking global policy Comprehensive intelligence about key policies impacting the customer, including monitoring specific policy elements (i.e. public consultations, multilateral negotiations). A dashboard of key regulatory issues, and valuable intelligence (likelihood of passage, products impacted) across 13+ issues across 35 countries Buyers: Global Affairs and Public Policy Manager Initial business challenge / solution: Inefficient and ineffective manual process for global policy monitoring Selected FiscalNote global policy for 13 issues across 20 countries. ACCOUNT ARR GROWTH $3,000,000 $2,500,000 $2,000,000 Customer Journey: Case Study $1,500,000 $1,000,000 $500,000 SO 2021 11 2022 2022 2023 EXPANSION JOURNEY 2021 2022 2022 2022 Small user of FiscalNote congressional information FiscalNote selected by public policy team to implement a global policy monitoring solution across 20 countries (trial solution) Expanded the types of policies monitored, categories of information and jurisdictions and other relevant elements (e.g. likelihood of passage, products impacted) Expanded attribute list for 13 issues across 35 countries (a 15 country upsell). Customized reporting and dashboards to meet demands of various stakeholders Potential growth opportunities: Additional countries, issue area coverage and attribute coverage (i.e. judicial enforcement) Fiscal Note#20Managed by a Visionary, Founder-led Team with Strong Track Record Obama'08 Tim Hwang Co-Founder, Chairman & CEO 30 UNDER30 © 2023 FiscalNote PRINCETON UNIVERSITY HARVARD UNIVERSITY Jon Slabaugh Chief Financial Officer & Chief Investment Officer ucg Krystal Putman- Garcia Chief Marketing Officer GM of Advocacy Advisory Board Discovery PBS M MCG CAPITAL CORPORATION miles GasBuddy OPIS Dr. Vlad Eidelman Chief Technology Officer & Chief Scientist APL JOHNS HOPKINS Josh Resnik President & COO Chief Operating Officer A01. Raytheon BBN Technologies First Data GANNETT National Science Foundation Richard Henderson Chief Revenue Officer CEB is now Gartner. Paul Donnell Chief Accounting Officer pwc fiscalnote.com higher logic Gerald Yao Co-Founder, Chief Strategy Officer, Global Head of ESG, NYA dg ndgr EMORY UNIVERSITY Todd Aman SVP, General Counsel, & Secretary FLIR Hogan SYSTEMS Lovells GANNETT Operating Businesses at Scale Public Company Experience Executing M&A Deals Silicon Valley Experience Inside DC Experience Fiscal Note#21Experienced Leadership Guiding the Organization at the Board-level © 2023 FiscalNote TIM HWANG Co-Founder, Chairman & Chief Executive Officer, Fiscal Note MIKE CALLAHAN General Counsel of Rivian; former General Counsel of Yahoo, LinkedIn, and Auction.Com MANOJ JAIN Co-Chief Investment Officer And Co-Founder Of Maso Capital KEITH NILSSON Co-Founder And Managing Partner, Xplorer Capital BRANDON SWEENEY Chief Revenue Officer, Hashicorp And Former SVP, Worldwide Sales At Vmware fiscalnote.com GERALD YAO Co-Founder, Chief Strategy Officer, & Global Head of ESG, FiscalNote KEY COMPTON Co-Founder And Managing Director, GPO Fund GEN. STANLEY MCCHRYSTAL (RET.) Former U.S. Four-Star General ANNA SEDGLEY Chief Financial Officer, Bauer Media Group and Former CFO/COO, Dow Jones & Co. CONRAD YIU Co-Founder and Partner, AS1 Growth Partners Fiscal Note#22Q2 2023 Summary FY 2023 Guidance Fiscal Note#232Q 2023 Financial Summary Total GAAP Revenue 23 $32.8M (+21% y/y) Gross Profit $23.4M (71% gross margin) Adjusted Gross Profit¹ $26.4M (80% adjusted gross margin) Cash $38.1M Sufficient capital to support growth plans $34 $32 $30 $28 $26 $24 $22 $20 $26 Q1 2022 GAAP Revenue Growth (M) $27 Q2 2022 $29 Q3 2022 $31 Q4 2022 (1) Non-GAAP measure. Please see "Non-GAAP Financial Measures" for definitions and important disclosures regarding these financial measures, including reconciliations to the most directly comparable GAAP measure. $32 Q1 2023 $33 Q2 2023 FiscalNote#24FY 2023 Guidance: ● ● ● ● GAAP revenue of $136 to $138 million, representing 20% to 21% year over year growth inclusive of the Company's recent acquisition of Dragonfly Eye, Ltd. Total run-rate revenue(1)(2) of $143 million to $150 million representing growth of 13% to 18% over the prior year inclusive of the Company's recent acquisition of Dragonfly Eye, Ltd. An adjusted EBITDA (3) loss of $8 million to $6 million for the year(4), marking an improvement of approximately 71% year-over-year at the midpoint. Pulled forward its expectation to achieve positive Adjusted EBITDA. Now expects to achieve the inflection point of Adjusted EBITDA profitability in the third quarter of 2023(4) and ongoing positive adjusted EBITDA beyond this milestone. Full year guidance indicates the Company will achieve a fourth quarter 2023 adjusted EBITDA (3) (4) margin of 7% to 12%. (1) "Run-Rate Revenue," is a key performance indicator (KPIs). Please see "Key Performance Indicators" in our earnings release for the definitions and important disclosures regarding these measures. (2) Total run rate revenue includes completed acquisitions but does not include any future acquisitions under consideration. (3) Non-GAAP measure. Please see "Non-GAAP Financial Measures" in this presentation for definitions and important disclosures regarding these financial measures, including reconciliations to the most directly comparable GAAP measure. (4) Because of the variability of items impacting net income and unpredictability of future events, management is unable to reconcile without unreasonable effort the Company's forecasted adjusted EBITDA to a comparable GAAP measure. © 2023 FiscalNote fiscalnote.com Fiscal Note#25Summary Why FiscalNote Fiscal Note Large, growing market with tailwinds from increasing regulatory and geopolitical complexities Diverse, blue chip customer base providing a durable asset for upsells and cross-sells Al and data-driven workflows differentiate FiscalNote and help customers turn insights into action Multiple avenues of growth across adjacent verticals, geographies & regulated industries M&A track record, and opportunities for market consolidation On path for Adjusted EBITDA profitability in Q3 of 2023, a quarter earlier than expected.#26Addendum Fiscal Note#2727 Non-GAAP Financial Measures Non-GAAP Financial Measures In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. Where applicable, we provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure. Investors are encouraged to review the reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure. While we believe that these non-GAAP financial measures provide useful supplemental information, non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures. Adjusted Revenue Adjusted revenue represents revenue adjusted to include amounts that would have been recognized if deferred revenue was not adjusted to fair value in connection with acquisition accounting. Adjusted revenue is presented because we use this measure to evaluate performance of our business against prior periods and believe it is useful for investors as an indicator of the underlying performance of our business. Adjusted revenue is not a recognized term under U.S. GAAP. Adjusted revenue does not represent revenues, as that term is defined under GAAP, and should not be considered as an alternative to revenues as an indicator of our operating performance. Adjusted revenue as presented herein is not necessarily comparable to similarly titled measures presented by other companies. Adjusted Gross Profit and Adjusted Gross Profit Margin We define Adjusted Gross Profit as Adjusted Revenue minus cost of revenues, before amortization of intangible assets that are included in costs of revenues. We define Adjusted Gross Profit Margin as Adjusted Gross Profit divided by Adjusted Revenue. We use Adjusted Gross Profit and Adjusted Gross Profit Margin to understand and evaluate our core operating performance and trends. We believe these metrics are useful measures to us and to our investors to assist in evaluating our core operating performance because they provide consistency and direct comparability with our past financial performance and between fiscal periods, as the metrics eliminate the non-cash effects of amortization of intangible assets and deferred revenue, which are non-cash impacts that may fluctuate for reasons unrelated to overall operating performance. Adjusted Gross Profit and Adjusted Gross Profit Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. They should not be considered as replacements for gross profit and gross profit margin, as determined by GAAP, or as measures of our profitability. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes. Adjusted Gross Profit and Adjusted Gross Profit Margin as presented herein are not necessarily comparable to similarly titled measures presented by other companies. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. EBITDA represents earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA reflects further adjustments to EBITDA to exclude certain non-cash items and other items that management believes are not indicative of ongoing operations. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by Adjusted Revenue. We disclose EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin herein because these non-GAAP measures are key measures used by management to evaluate our business, measure our operating performance and make strategic decisions. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful for investors and others in understanding and evaluating our operating results in the same manner as management. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for net loss, net loss before income taxes, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate non-GAAP financial measures, which reduces their comparability. Because of these limitations, you should consider EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP. Fiscal Note#28Q2 2023 Summary - Reconciliation to non-GAAP measures Adjusted Revenues The following table presents our calculation of Adjusted Revenues for the periods presented, and a reconciliation of this measure to our GAAP revenues for the same periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 28 (in thousands) Subscription revenue Deferred revenue adjustment Adjusted subscription revenue Advisory, advertising, and other revenue Adjusted revenues (in thousands) Adjusted Revenues Costs of revenue Amortization of intangible assets $ Adjusted Gross Profit Adjusted Gross Margin 29,462 $ 29,462 3,380 32,842 32,842 (9,485) 3,061 $ 26,418 80% 24,332 737 25,069 2,842 Adjusted Gross Profit and Adjusted Gross Profit Margin The following table presents our calculation of Adjusted Gross Profit and Adjusted Gross Profit Margin for the periods presented Three Months Ended June 30, 2023 2022 $ 27,911 27,911 (7,712) 2,009 $ 22,208 80% 57,929 $ 57,929 6,442 64,371 64,371 (18,422) 5,658 47,111 1,730 48,841 6,134 Six Months Ended June 30, 2023 2022 51,607 80% 54,975 54,975 (14,882) 3,832 43,925 80% Fiscal Note#29Q2 2023 Summary - Reconciliation to non-GAAP measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin (in thousands) Net loss 29 Income tax provision / (benefit) Depreciation and amortization Interest expense, net EBITDA Deferred revenue adjustment (a) Stock-based compensation Change in fair value of financial instruments (b) Other non-cash (gains) charges (c) Acquisition related costs (d) Employee severance costs (e) Non-capitalizable debt raising costs Other infrequent costs (f) Costs incurred related to the transaction (g) Loss contingency (h) Adjusted EBITDA Adjusted EBITDA Margin Three Months Ended June 30, 2023 $ (30,973) 213 6,297 7,154 (17,309) $ 5,482 2,987 58 157 381 110 150 3,722 (4,262) (13.0)% 2022 $ (38,360) (176) 4,914 24,255 (9,367) 737 565 2,048 271 500 256 $ (4,990) (17.9)% Six Months Ended June 30, $ 2023 (50,246) 243 12,044 13,835 (24,124) 11,988 (11,693) 5,931 1,379 750 316 334 3,890 (11,229) (17.4)% 2022 $ (66,711) (550) 9,631 46,778 (10,852) 1,730 825 3,386 (8,338) 572 $ 403 20 459 (11,795) (21.5)% (a) (b) (c) (d) (e) (f) (h) Reflects deferred revenue fair value adjustments arising from the purchase price allocation in connection with the 2021 Acquisitions. Reflects the non-cash impact from the mark to market adjustments on our financial instruments. Reflects the non-cash impact of the following: (i) (ii) (iii) (iv) (v) (vi) (i) impairment of goodwill of $5,837 in the first quarter of 2023, loss from equity method investment of $34 in the first quarter of 2023 and $56 in the second quarter of 2023, charge of $2 in the first quarter of 2023 and $2 in the second quarter of 2023 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021, 2022, and 2023 Acquisitions; gain of $1,320 in the first quarter of 2022 and a charge of $271 in the second quarter of 2022 from the change in fair value related to the contingent consideration and contingent compensation related to the 2021 Acquisitions, gain of $7,667 related to the partial forgiveness of our PPP Loan during the first quarter of 2022; and $378 impairment charge recognized in the first quarter of 2022 related to the abandonment of one of our leases upon adoption of ASC 842 on January 1, 2022.. Reflects the costs incurred to identify, consider, and complete business combination transactions consisting of advisory, legal, and other professional and consulting costs. Severance costs associated with workforce changes related to business realignment actions. Costs incurred related to litigation we believe to be outside of our normal course of business totaling $20 in the first quarter of 2022. Includes non-capitalizable transaction costs associated with the Business Combination. Reflects: (i) $3,474 non-cash loss contingency charge related to the settlement with GPO FN Noteholder LLC; and (ii) accounting and legal costs incurred associated with the settlement with GPO FN Noteholder LLC totaling $168 in the first quarter of 2023 and $248 in the second quarter of 2023. FiscalNote#30Equity Capital - Fully Diluted Shares Represents shares and dilutive securities outstanding at various price per share levels, in millions $12.50 46.64 73.64 8.29 128.58 Public Class A Common Stock Shares held by Affiliates Shares held by Other Shareholders Class B - Co-Founders Only Potentially Dilutive deSPAC Earnout Shares (i) Outstanding Seller Earnout (ii) Employee RSUs and Options (iii) Convertible Instruments Public Warrants (iv) Private Warrants (iv) Convertible Notes (v) New GPO Note (vi) Subtotal Subtotal $3.62 46.64 73.64 8.29 128.58 0.0 1.93 8.06 9.99 $5.50 46.64 73.64 8.29 128.58 0.0 1.4 10.16 11.57 $7.50 46.64 73.64 8.29 128.58 0.0 0.0 2.26 5.65 7.91 148.05 0.0 1.13 11.91 13.04 $10.50 46.64 73.64 8.29 128.58 3.84 0.92 13.28 18.04 7.68 0.84 13.83 22.34 3.98 3.33 2.26 5.65 15.22 161.84 $15.00 46.64 73.64 8.29 128.58 11.52 0.76 14.31 26.59 $20.00 46.64 73.64 8.29 128.58 4.74 5.63 2.26 5.65 18.28 173.44 15.36 0.67 14.91 30.93 0.0 0.32 4.74 0.0 0.26 4.56 2.26 2.26 2.26 5.65 5.65 5.65 Subtotal 8.49 17.21 7.91 146.48 150.11 168.13 TOTAL AS OF 3/31/2023 Note: All dilutive shares outstanding are prepared on the treasury stock method based on the Company's closing stock price and shares outstanding at June 30, 2023. (i) A total of 19.2mm deSPAC earnout shares are issuable to eligible FiscalNote affiliate and non-affiliate equity holders in five equal tranches of 3.8mm if the Company's stock trades at $10.50/$12.50/$15.00/$20.00/$25.00 (subject to VWAP requirements) (ii) Represent potentially issuable Class A shares in the event certain acquired businesses meet agreed upon revenue targets (iii) Represent outstanding RSUS and Options exercisable into Class A shares as of June 30, 2023. RSUS generally vest over three years and Options generally vest over four years. Options calculated utilizing weighted average strike price pursuant to the treasury stock method. (iv) Represent shares issuable upon the exercise of the public and private warrants issued by DSAC and assumed by FiscalNote upon the closing of the Business Combination. The effective per share strike price is $7.32. The public warrants can be redeemed for $.01 if the Company's stock price is greater than $11.45. The private warrants cannot be redeemed for cash. $25.00 46.64 73.64 8.29 128.58 4.74 6.97 2.26 5.65 19.62 179.13 19.20 0.61 15.27 35.08 4.74 7.78 2.26 5.65 20.43 184.08 (v) Represent shares issuable upon conversion of $12.2mm legacy convertible notes that did not convert as part of the Business Combination. These convertible notes mature in 2025 and accrue interest at 15% annually. (vi) Represent shares issuable upon conversion of the New GPO Note pursuant to the Exchange and Settlement Agreement dated June 30, 2023. The New GPO Note has an initial principal value of $46.8mm, accrues PIK interest for the first four quarters at 7.50% and is convertible by the holder at any time at a conversion price of $8.28. Fiscal Note 30#313 Glossary AI ARR NRR Customers LTM ML Run-rate revenue YTD Artificial intelligence (AI) refers to the simulation of human intelligence in machines that are programmed to think like humans and mimic their actions Annual Recurring Revenue (ARR) is the value of the contracted recurring revenue components of term subscriptions normalized to a one-year period Net Revenue Retention ("NRR") is calculated as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. We calculate NRR at a parent account level. Customers from acquisitions are not included in NRR until they have been part of our consolidated results for 12 months. Individual buyers within a parent organization Referring to period consisting of the previous twelve (12) months 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 ARR (as defined above) plus non-subscription revenue earned during the last twelve months 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#32Contact Sara Buda VP, Investor Relations FiscalNote (NOTE) [email protected] 617-331-0955 Fiscal Note