Exhibit 10.4


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 202[_], is made and entered
into by and among FiscalNote Holdings, Inc., a Delaware corporation domesticated from Duddell Street Acquisition Corp., a Cayman
Islands exempted company (the “Company”), Duddell Street Holdings Limited, a Cayman Islands limited liability company
(“Sponsor”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such
party, together with Sponsor and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement
pursuant to ‎Section 5.02 hereof, an “Existing
Holder” and collectively, the “Existing Holders”), and the undersigned parties listed as a New Holder on
the signature pages hereto (each such party, together with any other person deemed a “New Holder” who hereafter becomes
a party to this Agreement pursuant to ‎Section 5.02
hereof, a “New Holder” and collectively, the “New Holders”). Capitalized terms used but not otherwise
defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Company, Sponsor and the Existing
Holders entered into that certain Registration Rights Agreement, dated as of November 2, 2020 (the “Existing Registration
Rights Agreement”), pursuant to which the Company granted to the Existing Holders certain registration rights with respect to
certain securities of the Company;


 


WHEREAS, the Company has entered into that certain
Agreement and Plan of Merger, dated as of November 7, 2021 (as may be amended from time to time, the “Merger Agreement”),
with Grassroots Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and FiscalNote Holdings, Inc., a
Delaware corporation (“FiscalNote”), pursuant to which Merger Sub will merge with and into FiscalNote with FiscalNote
surviving as a wholly-owned subsidiary of the Company;


 


WHEREAS, upon the closing of the transactions contemplated
by the Merger Agreement and subject to the terms and conditions set forth therein, the Existing Holders and the New Holders will hold
shares of Class A common stock, par value $0.0001 per share, of the Company (“Common Stock”) and Class B
common stock, par value $0.0001 per share, of the Company convertible into Common Stock, in each case, in such amounts and subject to
such terms and conditions as set forth in the Merger Agreement;


 


WHEREAS, the Company has entered into Subscription
Agreements, each dated November 7, 2021 (collectively, the “PIPE Investors Subscription Agreements”), with certain
investors (collectively, the “PIPE Investors”) for the subscription of shares of Common Stock;


 


WHEREAS, pursuant to Section 5.5 of the Existing
Registration Rights Agreement, the provisions, covenants and conditions set forth in the Existing Registration Rights Agreement may be
amended or modified upon the written consent of the Company and the holders of a majority-in-interest of the “Registrable Securities”
(as such term was defined in the Existing Registration Rights Agreement) at the time in question; and


 


WHEREAS, in connection with the transactions contemplated
by the Merger Agreement, the Company and the Existing Holders desire to amend and restate the Existing Registration Rights Agreement in
its entirety and enter into this Agreement, pursuant to which the Company shall grant the Existing Holders and the New Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 






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Article I

DEFINITIONS





 


Section 1.01     Definitions.
The terms defined in this ‎Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:


 


“Adverse Disclosure” shall mean
any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer
or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any
Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used,
as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement” shall have the meaning
given in the Preamble.


 


“Bought Deal” shall mean an
Underwritten Shelf Takedown in which Underwriter(s) agree to purchase Registrable Securities at an agreed price without a prior marketing
process.


 


“Commission” shall mean the
Securities and Exchange Commission.


 


“Common Stock” shall have the
meaning given in the Recitals hereto.


 


“Company” shall have the meaning
given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization
or similar transaction.


 


“Demanding Holder” shall have
the meaning given in Section 2.01(c).


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing Holder” or “Existing
Holders” shall have the meaning given in the Preamble.


 


“Filing Date” shall have the
meaning given in Section 2.01(a).


 


“Form S-1 Shelf” shall
have the meaning given in Section 2.01(a).


 


“Form S-3 Shelf” shall
have the meaning given in Section 2.01(a).


 


“Holder”
or “Holders” shall mean the Existing Holders and the New Holders and any person who hereafter becomes a party of this
Agreement pursuant to ‎Section 5.02.


 


“Lock-up Period” shall mean
(a) with respect to the Existing Holders, the Lock-up Period as defined in that certain Sponsor Letter Agreement, dated as of November 7,
2021, by and among the Company, the Sponsor and the other Existing Holders, and (b) with respect to each New Holder, the Lock-up
Period as defined in that certain Voting and Support Agreement dated as of November 7, 2021, by and among the Company and such New
Holder or the Lock-up Agreement dated as of or prior to the date hereof by and among the Company and such New Holder, as applicable.


 


“Maximum Number of Securities”
shall have the meaning given in Section 2.01(d).


 


“Minimum Takedown Threshold”
shall have the meaning given in Section 2.01(c).


 


“Misstatement” shall mean an
untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus,
or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were
made, in the case of the Prospectus) not misleading.


 






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“New Holder” or “New
Holders” shall have the meaning given in the Preamble.


 


“Permitted Transferees” shall
mean any person or entity (i) to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the applicable Lock-up Period under the applicable agreement between such Holder and the Company, and to any transferee
thereafter and (ii) who agrees to become bound by the transfer restrictions set forth in this Agreement.


 


“Piggyback Registration” shall
have the meaning given in Section 2.02(a).


 


“Private Placement Warrants”
shall mean the private placement warrants issued pursuant to the Sponsor Warrants Purchase Agreement, dated as of October 28, 2020,
between the Company and Sponsor, and that certain Warrant Agreement, dated October 28, 2020, between the Company and Continental
Stock Transfer & Trust Company, as warrant agent.


 


“Prospectus” shall mean the
prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all
post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security” shall
mean (a) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private
Placement Warrants), (b) any issued and outstanding shares of Common Stock or any other equity security (including the shares of
Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by an Existing Holder as of the date
of this Agreement, (c) any issued and outstanding shares of Common Stock or any other equity security (including the shares of Common
Stock issued or issuable upon the exercise of any such other equity security) of the Company held by a New Holder (including shares transferred
to a Permitted Transferee) (i) as of the date of this Agreement or (ii) that are otherwise issued in connection with the transactions
contemplated by the Merger Agreement, and (d) any other equity security of the Company issued or issuable with respect to any such
share of Common Stock described in the foregoing clauses (a) through (c) by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, exchange, reorganization or other
similar event; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates or book-entry positions
for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;
or (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.


 


“Registration” shall mean a
registration, including any related Shelf Takedown, effected by preparing and filing a registration statement or similar document in compliance
with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration
statement becoming effective.


 


“Registration Expenses” shall
mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


		(a)	all registration, listing and filing fees (including fees with respect to filings required to be made with the Financial Industry
Regulatory Authority, Inc.) and any securities exchange on which the Common Stock is then listed;



 


		(b)	fees and expenses of compliance with securities or blue sky laws (including reasonable and customary fees and disbursements of counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);



 






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		(c)	printing, messenger, telephone and delivery expenses;



 


		(d)	reasonable fees and disbursements of counsel for the Company;



 


		(e)	reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and



 


		(f)	reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten
Offering.



 


“Registration Statement” shall
mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holders” shall have
the meaning given in Section 2.01(d).


 


“Securities Act” shall mean
the Securities Act of 1933, as amended from time to time.


 


“Shelf” shall mean the Form S-1
Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.


 


“Shelf Registration” shall mean
a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415
promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf Takedown” shall mean
an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


“Sponsor” shall have the meaning
given in the Preamble hereto.


 


“Subsequent Shelf Registration”
shall have the meaning given in Section 2.01(b).


 


“Underwriter” shall mean a securities
dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making
activities.


 


“Underwritten Offering” shall
mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to
the public.


 


“Underwritten Shelf Takedown”
shall have the meaning given in Section 2.01(c).


 






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Article II

REGISTRATIONS


 


Section 2.01     Shelf
Registration.


 


(a)            Filing.
As soon as practicable but no later than thirty (30) calendar days following the closing of the transactions contemplated by the Merger
Agreement (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3
(the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement
for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the
Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis and shall use
its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later
than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission
notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company
is notified (orally or in writing, whichever is earlier) by the Commission that such Shelf will not be “reviewed” or will
not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any
method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf
in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell
their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are
no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable
efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after
the Company is eligible to use a Form S-3 Shelf.





 


(b)            Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable
Securities are still outstanding, the Company shall, subject to Section 3.04, use its commercially reasonable efforts to as
promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially
reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal
of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration”) registering the resale of all Registrable Securities (determined as of two (2) business days prior
to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein.
If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent
Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it
being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated
under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities
Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously
effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf
Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration
shall be on another appropriate form.


 


(c)            Requests
for Underwritten Shelf Takedowns. Subject to Section 3.04, at any time and from time to time when an effective Shelf
is on file with the Commission, Sponsor, any other Existing Holder and any New Holder (any such Holder being in such case a
 “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten
Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that
the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering
price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”).
Notwithstanding any other provision of this Article II, at any time and from time to time when an effective Shelf is on file
with the Commission, if a Demanding Holder wishes to engage in a Bought Deal (i) with a total offering price reasonably
expected to satisfy the Minimum Takedown Threshold or (ii) that would constitute a sale of all remaining Registrable Securities
held by such Demanding Holder, provided that such Registrable Securities cannot be sold in a single transaction under the volume
limitations of Rule 144, then such Demanding Holder need only make a demand of the Company for such Bought Deal at least five
(5) business days (or ten (10) business days if such Bought Deal is the first Underwritten Shelf Takedown to occur after
the date of this Agreement) prior to the day such offering is to commence and the Company shall as expeditiously as possible use
commercially reasonable efforts to facilitate such Bought Deal; provided that the Demanding Holder shall use commercially reasonable
efforts to work with the Company and any Underwriters, auditors, legal counsel and other advisors prior to making such request in
order to facilitate preparation of the registration statement, prospectus, prospectus supplement and other offering documentation
related to the Bought Deal. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company,
which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The
initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more
reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably
withheld, conditioned or delayed). Sponsor, any other Existing Holder and any New Holder may each demand not more than one
(1) Underwritten Shelf Takedown pursuant to this Section 2.01(c) in any twelve (12) month period.
Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then
effective Registration Statement, including a Form S-3, that is then available for such offering.


 






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(d)            Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advise
the Company, the Demanding Holders and the Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten
Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or
other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that
have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggyback registration rights held
by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed
to be sold by Company or by other holders of Common Stock or other equity securities, (i) first, the Registrable Securities of the
Demanding Holders (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included
in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders have requested be included
in such Underwritten Shelf Takedown), and (ii) second, the Registrable Securities of the Requesting Holders (if any) (pro rata based
on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten
Shelf Takedown and the aggregate number of Registrable Securities that the Requesting Holders have requested be included in such Underwritten
Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.


 


(e)            Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten
Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that Sponsor
or any other Demanding Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold
would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by Sponsor or such other
Demanding Holder, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten
Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.01(c), unless either (a) such Demanding
Holder has not previously withdrawn any Underwritten Shelf Takedown or (b) such Demanding Holder reimburses the Company for all Registration
Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such
Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in
such Underwritten Shelf Takedown); provided that, if Sponsor or any New Holder elects to continue an Underwritten Shelf Takedown
pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten
Shelf Takedown demanded by Sponsor or any New Holder, as applicable, for purposes of Section 2.01(c). Following the receipt
of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate
in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.01(e), other than if a
Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.01(e).


 






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Section 2.02     Piggyback
Registration.


 


(a)            Piggyback
Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account
or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation,
pursuant to ‎Section 2.01 hereof), other than a Registration Statement (or any registered offering with respect
thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement
on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment
plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten
Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing
such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of
the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may
request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable
best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities
requested by the Holders pursuant to this Section 2.02(a) to be included in a Piggyback Registration on the same terms
and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this Section 2.02(a) shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.








 


(b)            Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with
(i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded
pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.02 hereof, and (iii) the
shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant
to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities
hereunder, exceeds the Maximum Number of Securities, then:


 


(i)            If
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can
be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to Section 2.02(a), pro rata, based on the respective number of Registrable Securities that each Holder
has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can
be sold without exceeding the Maximum Number of Securities;


 






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(ii)            If
the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity
securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.02(a), pro rata, based on the respective number of Registrable Securities that each Holder has requested
be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included
in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
equity securities, if any, as to which Registration or a registered offering has been requested pursuant to the piggyback registration
rights, if any, of the PIPE Investors set forth in the PIPE Investors Subscription Agreements, which can be sold without exceeding the
Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered
offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the
Holders of Registrable Securities hereunder or the PIPE Investors, which can be sold without exceeding the Maximum Number of Securities;
and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and
(D), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and





 


(iii)            If
the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities
pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities
in the priority set forth in Section 2.01(d).


 


(c)            Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by Section 2.01(e)) shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration,
the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration
used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.01(f)), the Company shall be responsible
for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.02(c).


 


(d)            Unlimited
Piggyback Registration Rights. For purposes of clarity, any Piggyback Registration effected pursuant to Section 2.02 hereof
shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.01(e) hereof.


 


Section 2.03     Market
Stand-off. In connection with any Underwritten Offering of Common Stock of the Company, if requested by the Underwriters managing
the offering, each Holder that (i) is an executive officer or director of the Company or (ii) is a beneficial owner of more
than five percent (5%) of the outstanding shares of Common Stock of the Company, agrees not to, and to execute a customary lock-up agreement
(in each case on substantially the same terms and conditions as all such Holders, including customary waiver “MFN” provisions)
in favor of the managing Underwriters to not, sell or dispose of any shares of Common Stock of the Company (other than those included
in such offering pursuant to this Agreement), without the prior written consent of the managing Underwriters, during the ninety (90)-day
period (or such shorter time agreed to by the managing Underwriters with respect to the officers and directors of the Company) beginning
on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters
otherwise agree by written consent.


 






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Article III

COMPANY PROCEDURES





 


Section 3.01     General
Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its reasonable best efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:


 


(a)            prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective, or file a Subsequent Shelf Registration until
all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities;


 


(b)            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by a majority-in interest of the Holders of of the Registrable Securities registered on such
Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


(c)            prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s),
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriter(s) and the Holders of Registrable Securities included in
such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


(d)            prior
to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


(e)            cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


(f)            provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


(g)            advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


(h)            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange Act,
and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy thereof to each
seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is
to be incorporated by reference thereto);


 






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(i)            notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in ‎Section 3.04 hereof;


 


(j)            permit
a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter to
participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into
a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information; provided further, that notwithstanding the foregoing, the Company shall not be required to provide any documents or
information to an Underwriter if such Underwriter has not then been named with respect to the applicable Underwritten Offering;


 


(k)            obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering
in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


(l)            on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter,
dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders and
the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the participating Holders or Underwriter(s) may reasonably request and as are customarily included in such opinions and negative
assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


(m)            in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter of such offering or sale;


 


(n)            cooperate
with each Holder covered by the Registration Statement and each underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(o)            make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission); provided that such obligation may be satisfied by the Company’s timely filings on the Commission’s
EDGAR system;


 


(p)            with
respect to an Underwritten Offering pursuant to Section 2.01(c), use its reasonable best efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in
any Underwritten Offering;


 


(q)            otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders
in connection with such Registration and comply with all applicable rules and regulations of the Securities and Exchange Commission;


 


(r)            upon
request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share
certificates of such Holder’s Common Stock restricting further transfer (or any similar restriction in book entry positions of
such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any
agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on
a Registration Statement, (ii) request the Company’s transfer agent to issue in lieu thereof shares of Common Stock
without such restrictions to the Holder upon, as applicable, surrender of any stock certificates evidencing such shares of Common
Stock, or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and
(iii) use reasonable best efforts to cooperate with such Holder to have such Holder’s shares of Common Stock transferred
into a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary documentation, including
any documentation required by such restrictive legend or book-entry notation.


 






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Notwithstanding the foregoing, the Company shall not be required to
provide any documents or information to an Underwriter if such Underwriter has not then been named with respect to the applicable Underwritten
Offering.


 


Section 3.02     Registration
Expenses. Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is
acknowledged by the Holders that each Holder shall bear, with respect to such Holder’s Registrable Securities being sold, all Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable and documented fees and expenses of any legal counsel representing such Holders.


 


Section 3.03     Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements. Notwithstanding anything in this Agreement to the contrary, if any Holder does not
provide to the Company in writing information and affidavits as the Company reasonably requests for use in connection with any Registration
Statement or Prospectus, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement
or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration
and such Holder continues thereafter to withhold such information. For the avoidance of doubt, the exclusion of a Holder’s Registrable
Securities as a result of this Section 3.03 shall not affect the registration of the other Registrable Securities to be included
in such Registration.


 


Section 3.04     Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event (i) on more than three (3) occasions, for
more than sixty (60) consecutive calendar days, or (ii) more than ninety (90) days in any twelve (12) month period, in each case
as determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding
sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this ‎Section 3.04.


 


Section 3.05     Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder
without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal
opinions.


 






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Article IV

INDEMNIFICATION AND CONTRIBUTION


 


Section 4.01     Indemnification.


 


(a)            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) caused by any untrue or alleged untrue statement
of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to
the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each
person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with
respect to the indemnification of the Holder.


 


(b)            In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or
cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers
and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and out-of-pocket expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue or alleged untrue
statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue or alleged untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company. For the avoidance of doubt, the obligation to indemnify under
this ‎Section 4.01(b) shall be several, not joint and several, among the Holders of Registrable Securities, and
the total indemnification liability of a Holder under this ‎Section 4.01(b) shall be in proportion to and limited
to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


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


 






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(d)            The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities.


 


(e)            If
the indemnification provided under ‎Section 4.01 hereof from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action and the benefits received by the such indemnifying
party or indemnified party; provided, however, that the liability of any Holder under this Section 4.01(e) shall
be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or
payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations
set forth in Sections 4.01(a), 4.01(b) and 4.01(c) above, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 4.01(e) were determined by pro rata allocation or by any other
method of allocation, which does not take account of the equitable considerations referred to in this Section 4.01(e). No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Section 4.01(e) from any person who was not guilty of such fraudulent misrepresentation.


 


Article V

MISCELLANEOUS


 


Section 5.01     Notices.
Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or
by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case
of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee
(except in the case of electronic mail, with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: FiscalNote
Holdings, Inc., 1201 Pennsylvania Avenue NW, Washington D.C. 20004, Attention: Josh Resnik, SVP, General Counsel and Chief Content
Officer, email: josh.resnik@fiscalnote.com with a copy to Paul Hastings LLP, 2050 M Street NW, Washington D.C. 20036, Attention: Brandon
Bortner, email: brandonbortner@paulhastings.com and, if to any Holder, at such Holder’s address, electronic mail address
or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and
from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days
after delivery of such notice as provided in this ‎Section 5.01.


 


Section 5.02     Assignment;
No Third Party Beneficiaries.


 


(a)            Subject
to ‎Section 5.02(b) and Section 5.02(c), this Agreement and the rights, duties and obligations of the Company
and the Holders of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders
of Registrable Securities, as the case may be, in whole or in part.


 






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(b)            Prior
to the expiration of the applicable Lock-up Period, no Holder subject to any such Lock-up Period may assign or delegate such Holder’s
rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-up Period, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become
bound by the transfer restrictions set forth in this Agreement.


 


(c)            This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the applicable Holders, which shall include (i) Permitted Transferees and (ii) any transferee of all
of the Registrable Securities of a Holder.


 


(d)            This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and ‎Section 5.02 hereof.


 


(e)            No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in ‎Section 5.01
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement in the form set
forth in Exhibit A hereto). Any transfer or assignment made other than as provided in this ‎Section 5.02
shall be null and void.


 


Section 5.03     Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced. Each party agrees that an electronic
copy of this Agreement shall be considered and treated like an original, and that an electronic or digital signature shall be as valid
as a handwritten signature (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g.,www.docusign.com)).


 


Section 5.04     Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION
AND THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE
OF NEW YORK.


 


EACH PARTY HERETO ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND,
THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


Section 5.05     Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, (a) any amendment hereto or waiver hereof that adversely affects one Holder or group of affiliated Holders, solely in
his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the
other Holders (in such capacity) shall require the consent of the Holder so affected, (b) any amendment hereto or waiver hereof that
adversely affects the rights of any Existing Holder shall require the consent of such Existing Holder, and (c) any amendment hereto
or waiver hereof that adversely affects either the Existing Holders as a group or the New Holders as a group, as the case may be, in a
manner that is materially adversely different from the other Holders shall require the consent of at least a majority-in-interest of the
Registrable Securities held by such Existing Holders or a majority-in-interest of the Registrable Securities held by such New Holders,
as applicable, at the time in question so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate
as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this
Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such
party.


 






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Section 5.06     Other
Registration Rights. Other than as provided in (i) the Warrant Agreement, dated as of October 28, 2020, by and between the
Company and Continental Stock Transfer & Trust Company, (ii) the Backstop Agreement, dated as of November 7, 2021 by
and between the Company and certain of the Existing Holders and (iii) the PIPE Investors Subscription Agreements, the Company represents
and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities
of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such
agreement or agreements and this Agreement, the terms of this Agreement shall prevail. For so long as any Existing Holders hold, in the
aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company will not grant any person
or entity with any registration rights with respect to the capital stock of the Company that are senior to or in conflict or inconsistent
with the rights of the Holders as set forth in this Agreement in any material respect.


 


Section 5.07     Term.
This Agreement shall terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement, (b) the date as
of which all of the Registrable Securities have been sold or disposed of and (c) with respect to any particular Holder, the date
as of which (i) all of the Registrable Securities held by such Holder have been sold pursuant to a Registration Statement (but
in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder
(or any successor rule promulgated thereafter by the Commission)) or (ii) such Holder is permitted to sell the Registrable Securities
held by him, her, or it under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale or another exemption from registration under the Securities Act. The provisions of ‎Section 3.05
and ‎Article IV shall survive any termination.


 


Section 5.08     Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision
of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any
reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction.


 


Section 5.09     Entire
Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the consummation
of the transactions contemplated by the Merger Agreement, the Existing Registration Rights Agreement shall no longer be of any force or
effect.


 


[Signature Pages Follow]


 









    15


     


    

 


IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	FISCALNOTE HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	
	 	Title:	
	 	 
	 	SPONSOR:
	 	 
	 	DUDDELL STREET HOLDINGS LIMITED
	 	 
	 	By:
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	OTHER EXISTING HOLDERS:
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


	 	 	NEW HOLDER:
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 





	 	 	NEW HOLDER:
	 	 
	 	By:	 
	 	Name:
	 	Title:


  


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


Exhibit A


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing and delivering this joinder (this “Joinder”)
pursuant to the Amended and Restated Registration Rights Agreement, dated as of [●] (as the same may hereafter be amended, the “Registration
Rights Agreement”), among FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the
other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided
in the Registration Rights Agreement.


 


By executing and delivering this Joinder to the Company, and upon acceptance
hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by,
and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were
an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable
Securities under the Registration Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned has executed and delivered this Joinder
as of the __________ day of __________, 20__.


 


 


	 	Signature
    of Stockholder
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 
	 	Address:
	 	 
	 	 
	 	 




Agreed and Accepted as of 


	 	 	 	 
	____________, 20__	 
	[________]	 
	 	 	 
	By:	 	 	                                                   
	Name:	 
	Its: