Execution Version
FISCALNOTE HOLDINGS, INC.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of the 2nd day of May 2024, by and between FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and the individual signatory hereto (“Indemnitee”).
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
WHEREAS, Indemnitee is a director and/or officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the risk of litigation and other claims against directors and officers of corporations;
WHEREAS, the certificate of incorporation of the Company provides that the Company shall have the power to indemnify and advance expenses to its directors and officers to the fullest extent permitted under applicable law; and
WHEREAS, in recognition of Indemnitee’s need for specific contractual assurance of substantial protection against personal liability, and as an inducement to provide effective services to the Company as a director and/or officer, the Company wishes to provide for (a) the indemnification of and the advancement of expenses to Indemnitee as provided in this Agreement and, subject to the provisions of this Agreement, except to the extent prohibited by applicable law (whether partial or complete), and (b) to the extent insurance is maintained, the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.
NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:
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If the Company assumes the defense, as described above, Indemnitee’s right to indemnification for settlement or liability (as opposed to defense costs) shall be determined by the rules set forth for indemnification in this Agreement. By assuming the defense, the Company does not assume responsibility for indemnification for liability or settlement if such indemnification is not otherwise available.
If Indemnitee and the Company disagree about whether Indemnitee should have his or her own lawyer, expert or consultant, such dispute shall first be presented to the Independent Counsel. The determination of the Independent Counsel shall be binding on the Company; but if Indemnitee disagrees with the determination he or she may commence an action in an appropriate Delaware court to seek a judicial determination of the issue.
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FiscalNote Holdings, Inc.
1201 Pennsylvania Avenue NW
Washington DC 20004
Attention: General Counsel
and to Indemnitee at the address set forth below Indemnitee’s signature hereto.
Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above.
FISCALNOTE HOLDINGS, INC.
a Delaware corporation
By: ___________________________________
Print Name:
Title:
INDEMNITEE,
an individual
By: ____________________________________
Address for notices:
______________________________
______________________________
______________________________
______________________________
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