0001628280-22-023082 Sample Contracts

MarketWise, Inc. Dealer Manager and Solicitation Agent Agreement
Dealer Manager and Solicitation Agent Agreement • August 17th, 2022 • Marketwise, Inc. • Services-prepackaged software • New York

Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding public warrants and from at least 50% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain warrant agreement, dated as of July 23, 2020, by and between the Company (as successor to Ascendant Digital Acquisition Corp., our predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted.

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • August 17th, 2022 • Marketwise, Inc. • Services-prepackaged software • New York

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 16, 2022, is entered into by and among MarketWise, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).

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