Exhibit 4.3


 


Execution Version


 


AMENDED AND RESTATED WARRANT AGREEMENT


 


THIS AMENDED AND RESTATED WARRANT AGREEMENT
(“Agreement”) dated as of October 17, 2017 is between Cision Ltd., an exempted company incorporated in the Cayman
Islands with limited liability, (“Company”), and Continental Stock Transfer & Trust Company, a New York
corporation (“Warrant Agent”).


 


WHEREAS, on October 13, 2015, Capitol Acquisition
Corp. III issued warrants (“Warrants”) to purchase common stock of Capitol Acquisition Corp. III, a Delaware
corporation (“Predecessor”), consisting of warrants purchased by sponsors, officers and directors of Predecessor
(the “Founders’ Warrants”) and warrants sold in a public offering (the “Public Warrants”)
to public investors, each such whole Warrant evidencing the right of the holder thereof to purchase one share of common stock of
Predecessor, par value $0.0001 per share (“Common Stock”), for $11.50, subject to adjustment as described in
that certain warrant agreement, dated as of October 13, 2015, between Predecessor and the Warrant Agent (the “Original Warrant
Agreement”);


 


WHEREAS, on March 19, 2017, Predecessor
entered into an Agreement and Plan of Merger, dated as of March 19, 2017 and amended as of April 7, 2017 (the “Merger
Agreement”), by and among Predecessor, the Company, Capitol Acquisition Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of the Company (“Merger Sub”), Canyon Holdings (Cayman) L.P. (“Cision Owner”)
and Canyon Holdings S.à r.l.;


 


WHEREAS, on June 29, 2017, in connection
with the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub merged
with and into Predecessor, with Predecessor being the surviving corporation, and Predecessor became a wholly-owned subsidiary of
the Company;


 


WHEREAS, effective upon the Closing, holders
of the Common Stock of Predecessor received ordinary shares, par value $0.0001 per share (“Ordinary Shares”),
of the Company in exchange for the Common Stock;


 


WHEREAS, in connection with the transactions
contemplated by the Merger Agreement, the Company issued an aggregate of 1,969,841 Warrants to Cision Owner at Closing and the
Company may, in certain circumstances, issue additional Warrants to Cision Owner (such Warrants collectively, “Cision
Warrants” and together with the Founders’ Warrants, “Non-Public Warrants”);


 


WHEREAS, pursuant to Section 4.5 of the
Original Warrant Agreement, upon Closing, the Warrants automatically converted into rights to purchase Ordinary Shares;


 


WHEREAS, in connection with the Closing,
the Company, Predecessor and the Warrant Agent entered into an Assignment and Assumption Agreement, pursuant to which Predecessor
assigned to the Company all of its rights, interests and obligations in, and under the Original Warrant Agreement and Warrants;


 


WHEREAS, on August 8, 2017, the Company
issued an aggregate of 124,404 Warrants to Cision Owner and certain sponsors, officers and directors of the Predecessor, pursuant
to the Sponsor Support Agreement, dated as of March 19, 2017, by and among Predecessor, the Company, Merger Sub, Cision Owner,
Canyon Holdings S.à r.l. and the sponsors, officers and directors of the Predecessor party thereto;


 


WHEREAS, the Company and the Warrant Agent
desire to amend and restate the Original Warrant Agreement to set forth the rights and obligations of the respective parties following
the Closing; and


 


WHEREAS, all acts and things have been
done and performed to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 




     

     


    

 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant. Each Warrant
shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer
and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to
be such at the date of issuance.


 


2.2. Uncertificated Warrants. Notwithstanding
anything herein to the contrary, any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or
the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in
each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall
have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance
with the terms of this Agreement.


 


2.3. Effect of Countersignature.
Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company.


 


2.4.2. Registered Holder. Prior
to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the
Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Non-Public Warrant Attributes.
The Non-Public Warrants have been (and any additional Non-Public Warrants issued to Cision Owner in connection with the transactions
contemplated by the Merger Agreement will be) issued in the same form as the Public Warrants but they (i) will not be redeemable
by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as
the Non-Public Warrants are held by the initial holders, their affiliates and Permitted Transferees. Once a Non-Public Warrant
is transferred to a holder other than an affiliate or Permitted Transferee, it shall be treated as a Public Warrant hereunder for
all purposes.


 


3. Terms and Exercise of Warrants


 


3.1. Warrant Price. Each whole Warrant
shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement refers to the price per share at which the Ordinary Shares may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
(as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty
(20) days prior written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction
shall be applied consistently to all of the Warrants.


 




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3.2. Duration of Warrants. A Warrant
may be exercised only during the period (“Exercise Period”) commencing on July 29, 2017, and terminating at
5:00 p.m., New York City time on the earlier to occur of (i) June 29, 2022 and (ii) the Redemption Date as provided in Section
6.2 of this Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price
(as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date.
The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however,
that the Company will provide at least twenty (20) days prior written notice of any such extension to registered holders.


 


3.3. Exercise of Warrants.


 


3.3.1. Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough
of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying
in full the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, as follows:


 


(a) by good certified check or
good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or


 


(b) in the event of redemption
pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such
Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal to the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of
this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares
for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of
Warrant pursuant to Section 6 hereof; or


 


(c) with respect to any Non-Public
Warrants, so long as such Non-Public Warrants are held by the initial holders of the Non-Public Warrants, their affiliates or Permitted
Transferees, by surrendering such Non-Public Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing
(x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price
of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise
shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section
3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the 5
trading days ending on the third trading day prior to the date of exercise; or


 


(d) in the event the registration
statement required by Section 7.4 hereof is not effective and current by September 27, 2017, by surrendering such Warrants for
that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by
(y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal
to or higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean
the average reported last sale price of the Ordinary Shares for the 5 trading days ending on the day prior to the date of exercise.


 




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3.3.2. Issuance of Certificates.
As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any),
the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of Ordinary Shares
to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have
been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall
be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares
issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is
not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant
may have no value and expire worthless. Warrants may not be exercised by, or securities issued to, any registered holder in any
state in which such exercise would be unlawful.


 


3.3.3. Valid Issuance. All Ordinary
Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4. Date of Issuance. Each person
in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the share transfer books are open.


 


3.3.5. Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the
election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include
the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to
the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on
the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange Commission as the case
may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer
& Trust Company setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request
of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the
number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving
effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of
which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from
time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice;
provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered
to the Company.


 




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4. Adjustments.


 


4.1. Stock Dividends - Split Ups.
If after the date hereof, the number of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares,
or by a split up of Ordinary Shares, or other similar event, then, on the effective date of such stock dividend, split up or similar
event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in
outstanding Ordinary Shares.


 


4.2. Aggregation of Shares. If after
the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse stock split or
reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse
stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding Ordinary Shares.


 


4.3 Extraordinary Dividends. If
the Company, at any time while the Warrants are outstanding and unexpired, shall pay a cash dividend or make a distribution in
cash, securities or other assets to the holders of the Ordinary Shares or other shares of the Company’s capital stock into
which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value
(as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each Ordinary
Share in respect of such Extraordinary Dividend; provided, however, that none of the following shall be deemed an Extraordinary
Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, or (b) any cash dividends or cash
distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Ordinary
Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted
to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each
Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50.
Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend
of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day
period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately
after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount
of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the
greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period
prior to such $0.35 dividend)).


 


4.4 Adjustments in Exercise Price.
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the
Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 


4.5. Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change
covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), or in the case of any merger
or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is
the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares),
or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification
also results in a change in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


 




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4.6. Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice to each Warrant
holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7. No Fractional Warrants or Shares.
No fractional Warrants will be issued hereunder. Additionally, notwithstanding any provision contained in this Agreement to the
contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the Company shall, upon such exercise, round up to the nearest whole number of Ordinary Shares to be issued to the
Warrant holder.


 


4.8. Form of Warrant. The form of
Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may
state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9 Other Events. In case any event
shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable,
but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and
(ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent
public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as
to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of
this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the
terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration of Transfer. The
Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the
old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request.


 


5.2. Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 




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5.3. Fractional Warrants. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate
for a fraction of a warrant.


 


5.4. Service Charges. No service
charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Founders’ Warrants. The
Warrant Agent shall not register any transfer of Founders’ Warrants prior to July 29, 2017, except for transfers (i) to Predecessor’s
officers, directors, employees, consultants or their affiliates, (ii) to a holder’s officers, directors, employees or members
upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s
immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family for estate
planning purposes, (iv) by virtue of the laws of descent and distribution upon death or (v) pursuant to a qualified domestic relations
order (any person receiving Founders’ Warrants pursuant to the foregoing clauses (i) through (v), a “Permitted Transferee”),
in each case on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
pursuant to which each Permitted Transferee or the trustee or legal guardian for such Permitted Transferee agrees to be bound by
the terms of the purchase agreement pursuant to which such Founders’ Warrants were initially acquired from Predecessor.


 


6. Redemption.


 


6.1. Redemption. Subject to Section
6.4 hereof, not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time while
they are exercisable and prior to their expiration (so long as there is a current registration statement in effect with respect
to the Ordinary Shares underlying the Warrants), at the office of the Warrant Agent, upon the notice referred to in Section 6.2,
at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Ordinary Shares
equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading
days within any thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption
is given.


 


6.2. Date Fixed for, and Notice of,
Redemption. In the event the Company shall elect to redeem all of the Public Warrants, the Company shall fix a date for the
redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid,
by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise After Notice of Redemption.
The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement)
at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. In the event the Company determines to require all holders of Public Warrants to exercise their Warrants on a “cashless
basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number
of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On
and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 


6.4 Exclusion of Non-Public Warrants.
The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Non-Public Warrants if at the time
of the redemption such Non-Public Warrants continue to be held by the initial purchasers or their affiliates or Permitted Transferees.
However, once such Non-Public Warrants are transferred (other than to an affiliate or Permitted Transferee), the Company may redeem
the Non-Public Warrants in the same manner as the Public Warrants.


 




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7. Other Provisions Relating to Rights of Holders of Warrants.


 


7.1. No Rights as Stockholder. A
Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2. Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any
such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of Ordinary Shares.
The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of Ordinary Shares.
The Company agrees that as soon as practicable after the Closing, it shall use its best efforts to file with the Securities and
Exchange Commission a registration statement for the registration, under the Securities Act of 1933, as amended (the “Act”),
of the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary
to register or qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares
issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause
the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants
in accordance with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register such securities
under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available.
If any such registration statement has not been declared effective by September 27, 2017, holders of the Warrants shall have the
right, during the period beginning on September 28, 2017 and ending upon such registration statement being declared effective by
the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless
basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of
counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the
Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the Ordinary
Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as
such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend.
For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall
continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.


 


8. Concerning the Warrant Agent and
Other Matters.


 


8.1. Payment of Taxes. The Company
will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.


 


8.2. Resignation, Consolidation, or
Merger of Warrant Agent.




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8.2.1. Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3. Merger or Consolidation of Warrant
Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


8.3. Fees and Expenses of Warrant Agent.


 


8.3.1. Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the
Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further Assurances. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


8.4. Liability of Warrant Agent.


 


8.4.1. Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2. Indemnity. The Warrant Agent
shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
gross negligence, willful misconduct, or bad faith.


 




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8.4.3. Exclusions. The Warrant Agent
shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions
of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether
any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein
set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise
of Warrants.


 


9. Miscellaneous Provisions.


 


9.1. Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.


 


9.2. Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Company with the Warrant Agent), as follows:


 


Cision Ltd.

130 E. Randolph Street, 7th Floor

Chicago, Illinois 60601

Attn: Jack Pearlstein, Chief Financial Officer


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department


 


with a copy in each case to:


 


Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attn: Stephen L. Ritchie, P.C. and Mark A. Fennell, P.C.


 




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9.3. Applicable Law. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4. Persons Having Rights under this
Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders
of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants.


 


9.5. Examination of the Amended and
Restated Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6. Counterparts. This Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect of Headings. The Section
headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8 Amendments. This Agreement amends
and restates the Original Warrant Agreement. This Agreement may be further amended by the parties hereto without the consent of
any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision
contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as
the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered
holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period,
shall require the written consent or vote of the registered holders of a majority of the then outstanding Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2, respectively, without the consent of the registered holders.


 


9.10 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 




    	 	11	 



     


    

 


IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.


 


	 	CISION LTD.
	 	 	 
	 	By:	/s/ Jack Pearlstein
	 	 	Name: Jack Pearlstein
	 	 	Title: Chief Financial Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Henry Farrell
	 	 	Name: Henry Farrell
	 	 	Title: Vice President


 


Signature Page to Amended and Restated
Warrant Agreement