Exhibit 4.5
	 	 
	NUMBER	SHARES
	C-	 
	 	CUSIP 337655 104


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


fiscalnote
holdings, inc.


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

class a COMMON STOCK


 


This Certifies that ______________________
is the owner of _______________________


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE class a COMMON STOCK OF fiscalnote holdings, INC.


(THE
 “COMPANY”)


transferable on the books
of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.


Witness the facsimile signatures of its duly authorized
officers.


	 	 	 
	 	 	 
	Secretary	 	Chief Executive Officer


 


fiscalnote
holdings, inc.


 


The Company will furnish without charge to each
stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
certificate of incorporation and all amendments thereto and resolutions of the Company’s Board of Directors providing for the issue
of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance
hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations:


 


	TEN COM 	-	as tenants in common	
    UNIF GIFT

    MIN ACT
	-	 	Custodian	 
	 	 	 	 	 	 	 	 
	TEN ENT	-	as tenants by the entireties	 	(Cust)	 	(Minor)
	 	 	 	 	 
	JT TEN	-	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts to Minors Act
	 	 
	 	(State)


Additional abbreviations may also be used though
not in the above list.


For value received, ______________ hereby sells,
assigns and transfers unto


 


	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 


____________________shares of the Class A Common Stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints ________________ Attorney to transfer the said stock on the
books of the within named Company with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


	Signature(s) Guaranteed:	 
	 	 
	By:	 	 
	

                                                              

                                                             THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).