FiscalNote Holdings, Inc. (NOTE): M&A transaction — FiscalNote sells Board.org for $95M cash; uses $65.7M to retire term loans

(the “ Purchase Agreement ”) with Exec Connect Intermediate LLC (the “ Buyer ”), providing for the sale of the equity in FiscalNote Boards LLC to the Buyer for a total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million. The stated purchase price is subject to adjustments based on

In connection with the completion of the sale of Board.org on the Closing Date, the Company also entered into Amendment No. 4 to the Credit Agreement (the “ Credit Agreement Amendment ”), pursuant to which, among other things, the lenders consented to the release the liens on Board.org’s assets and permitted the consummation of the sale in exchange for the permanent retirement of $65.7 million (the “ Pay-Down Amount ”) of term loans under the Credit Agreement and payment of approximately $7.1 million of related prepayment and exit fees.

On the Closing Date, FiscalNote, Inc. (the “ Seller ”), an indirect wholly-owned subsidiary of the Company, and FiscalNote Boards LLC, a wholly-owned subsidiary of the Seller which operated the Board.org business, entered into an Equity Purchase Agreement (the “ Purchase Agreement ”) with Exec Connect Intermediate LLC (the “ Buyer ”), providing for the sale of the equity in FiscalNote Boards LLC to the Buyer for a total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million.