Exhibit 10.1
SECOND LETTER AGREEMENT
This Second Letter Agreement (this “Agreement”), dated as of June 12, 2024, is hereby entered into by and between EGT-East, LLC, a Delaware limited liability company (the “Investor”), and FiscalNote Holdings, Inc., a Delaware corporation (the “Company” and, together with the Investor, the “Parties”):
Capitalized terms used and not defined herein have the respective meanings assigned to them in each Note.
WHEREAS, the Parties entered into that certain Letter Agreement, dated April 11, 2024 (the “First Letter Agreement”), which modified certain Senior Subordinated Convertible Promissory Notes made by the Company in favor of the Investor as of each of December 8, 2023 and January 5, 2024 (each, a “Note” and, together, the “Notes”), to, among other matters, to:
WHEREAS, the Parties now wish for the Company to convert an additional portion of the outstanding principal amount of the Note dated as of December 8, 2023 (the “December Note”) into Conversion Shares, effective on the date hereof, and in the amount and on the terms set forth herein; and
WHEREAS, the Investor has entered into a trading plan (the “Plan”) which governs sales of the Conversion Shares to be issued in respect of the Second Converted Principal Amount (as defined below) as set forth in Exhibit A hereto.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in the Notes and this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
FISCALNOTE HOLDINGS, INC.
By: /s/ Jon Slabaugh
Name: Jon Slabaugh
Title: Chief Financial Officer
EGT-EAST, LLC
By: /s/ Jasper Lau
Name: Jasper Lau
Title: CEO