REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2020, is made and entered into by and among Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Ascendant Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 28th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 23, 2020 by and between Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Ascendant Digital Acquisition Corp. New York, NY 10065Ascendant Digital Acquisition Corp. • July 2nd, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 2, 2020 by and between Ascendant Sponsor LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 28th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ascendant Sponsor LP, a Cayman Islands exempted limited partnership company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 2nd, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2020, by and between ASCENDANT DIGITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 28th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 23, 2020, is by and between Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Ascendant Digital Acquisition Corp. New York, New York 10065Letter Agreement • July 28th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defin
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 28th, 2021 • Marketwise, Inc. • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (the “Agreement”) is made as of ________ __, 2021 by and between MarketWise, Inc. a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 2nd, 2021 • Ascendant Digital Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 1, 2021, by and between Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Beacon Street Group, Inc.) (the “Company”), and the undersigned subscriber (“Subscriber”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 2nd, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 23, 2020, by and between Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and NEXON Co. Ltd., a Japanese corporation (the “Purchaser”).
Ascendant Digital Acquisition Corp. 36,000,000 Units Underwriting AgreementUnderwriting Agreement • July 28th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 36,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,400,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
MARKETWISE, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 21, 2021Limited Liability Company Agreement • July 28th, 2021 • Marketwise, Inc. • Services-prepackaged software • Delaware
THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
Ascendant Digital Acquisition Corp. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • July 14th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2023 • Marketwise, Inc. • Services-prepackaged software • New York
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 2, 2023 (this “Amendment”), is by and between MARKETWISE, LLC, a Delaware limited liability company (“Borrower”) and HSBC BANK USA, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
GUARANTYGuaranty • November 1st, 2021 • Marketwise, Inc. • Services-prepackaged software • New York
This GUARANTY (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 29, 2021, is made by the Guarantors (as defined below), in favor of HSBC BANK USA, NATIONAL ASSOCIATION, as administrative agent (together with its successors, in such capacity, the “Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Loan Agreement”), among MARKETWISE, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, the Lenders party thereto and the Agent.
ASCENDANT DIGITAL ACQUISITION CORP. New York, New York 10065Letter Agreement • July 28th, 2020 • Ascendant Digital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Ascendant Digital Acquisition Corp. (the “Company”) and Ascendant Sponsor LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
MarketWise, Inc. Dealer Manager and Solicitation Agent AgreementSolicitation Agent Agreement • August 31st, 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.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • July 28th, 2021 • Marketwise, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 21, 2021, is hereby entered into by and among MarketWise, Inc., a Delaware corporation (the “Corporation”), MarketWise, LLC, a Delaware limited liability company (“MarketWise”), and each of the Members (as defined herein) from time to time party hereto.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 27th, 2021 • Ascendant Digital Acquisition Corp. • Services-prepackaged software
This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement, dated March 1, 2021 (the “Business Combination Agreement”), by and among Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Beacon Street Group, LLC, a Delaware limited liability company (the “Company”), all of the members of the Company party thereto (collectively, the “Sellers”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Sellers thereunder (in such capacity, the “Seller Representative”), is made and entered into as of May 21, 2021 by and among Acquiror, the Company and the Seller Representative (collectively, the “Amendment Parties”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement. The term “Business Combination Agreement” as used herein refers to the Business Combination Agreement, as the sam
VOTING AGREEMENTVoting Agreement • April 21st, 2023 • Marketwise, Inc. • Services-prepackaged software • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of April 17, 2023, is made and entered into by and among MarketWise, Inc., a Delaware corporation (the “Company”); Monument & Cathedral Holdings, LLC (“Monument”) and the other persons and entities listed on Schedule A hereto (collectively and together with Monument, the “Investors” and each individually, an “Investor”); The Company and the Investors are each herein referred to as a “party” and collectively, the “parties.”
November 10, 2023 PERSONAL & CONFIDENTIAL Charles Curlett, Jr. VIA DOCUSIGN: [ * ]Letter Agreement • November 16th, 2023 • Marketwise, Inc. • Services-prepackaged software
On behalf of MarketWise, LLC, we are pleased to confirm the following terms and conditions of your employment with the Company in this letter agreement (“Letter Agreement”), effective as of the date first written above (“Effective Date”).
Dated as of March 1, 2021 Business Combination Agreement between Ascendant Digital Acquisition Corp. as Acquiror Beacon Street Group, LLC as the Company Members of Beacon Street Group, LLC as Sellers and Shareholder Representative Services LLC as the...Joinder Agreement • March 2nd, 2021 • Ascendant Digital Acquisition Corp. • Blank checks • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Beacon Street Group, LLC a Delaware limited liability company (the “Company”), dated as of [ • ], 2021, is entered into by and among the Company, Beacon Street Group, Inc., a Delaware corporation (the “Corporation”), as the sole managing member of the Company, and each of the other Members (as defined herein).
TENDER AND SUPPORT AGREEMENTTender 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”).
November 17, 2022Letter Agreement • November 23rd, 2022 • Marketwise, Inc. • Services-prepackaged software • Maryland
This letter agreement (this “Letter Agreement”) sets forth the mutual understanding by and between you and MarketWise, Inc. and MarketWise, LLC (collectively with their subsidiaries and affiliates, the “Company”) regarding your separation from employment with the Company. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in that certain Employment Agreement dated as of December 1, 2019 by and between you and the Company (the “Employment Agreement”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 2nd, 2021 • Ascendant Digital Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made by and among Ascendant Digital Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Beacon Street Group, LLC, a Delaware limited liability company (the “Company”) and Ascendant Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”). Acquiror, the Company and the Sponsor shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2023 • Marketwise, Inc. • Services-prepackaged software • Maryland
This Employment Agreement (“Agreement”), which is effective May 1, 2015 (the “Effective Date”), by and among Stansberry & Associates Investment Research, LLC (“Stansberry Research” or the “Company”), a limited liability company doing business under the laws of Maryland, S & A Holdings (2013), LLC, a Florida limited liability company (“Holdings”), and Stephen Sjuggerud, a resident of [*] (“Executive”). Stansberry Research, Holdings and Executive are collectively referred to herein as the “Parties.” This Agreement supersedes and replaces all prior employment agreements and understandings by and among the Parties and, as of the Effective Date, any such prior agreements and understandings shall be of no further force and effect.
ContractMaster Consulting Services Agreement • March 10th, 2023 • Marketwise, Inc. • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2021 • Ascendant Digital Acquisition Corp. • Services-prepackaged software • Maryland
This Employment Agreement (this “Agreement”) is effective as of July 30, 2018 (the “Effective Date”) by and between S&A Holdings (2013), LLC, a limited liability company doing business under the laws of Florida (the “Company” or “Holdings”) and Marco Ferri, an individual residing in the State of Florida (“Executive”). Holdings and Executive are collectively referred to herein as the “Parties” and each individually as a “Party.”
Marco FerriLetter Agreement • October 19th, 2023 • Marketwise, Inc. • Services-prepackaged software
This letter agreement (this “Letter Agreement”) sets forth the mutual understanding by and between you and MarketWise, Inc. and MarketWise, LLC (collectively with their subsidiaries and affiliates, the “Company”) regarding the termination of your employment with the Company and certain transition matters. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the MarketWise, Inc. Executive Severance Plan effective December 16, 2022 (the “Severance Plan”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Marketwise, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2021, is made and entered into by and among: (i) MarketWise, Inc., a Delaware corporation (formerly known as Ascendant Digital Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation) (the “Company”); (ii) Ascendant Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”); (iii) the persons or entities identified as “MarketWise Holders” on the signature pages hereto (collectively, the “MarketWise Holders”); and (iv) the persons or entities identified as “Other Holders” on the signature pages hereto (the “Other Holders” and, together with the Sponsor, the MarketWise Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 hereof, a “Holder” and collectively the “Holders”).
EMPLOYMENT AGREEMENT December 1, 2019Employment Agreement • May 28th, 2021 • Ascendant Digital Acquisition Corp. • Services-prepackaged software • Maryland
This Employment Agreement (“Agreement”) is entered into to be made effective as of December 1, 2019 (the “Effective Date”), by and among S&A HOLDINGS (2013), LLC (“Holdings” or the “Company”), a limited liability company doing business under the laws of the State of Florida, and MARK ARNOLD, a resident of Maryland (“Executive”). The Company and Executive may each be referred to herein as a “Party” and collectively as the “Parties.” This Agreement supersedes and replaces all prior employment agreements and understandings by and among the Parties and, as of the Effective Date, any such prior agreements and understandings shall be of no further force and effect.
October 15, 2023Letter Agreement • October 19th, 2023 • Marketwise, Inc. • Services-prepackaged software • Maryland
This letter agreement (this "Consulting Agreement") effective October 14, 2023 ("Effective Date") sets forth the terms and conditions whereby Marco Ferri, P.A., a Florida corporation ("MFPA") agree to provide services to MarketWise, Inc. and MarketWise, LLC (collectively with their subsidiaries and affiliates, the "Company"). MFPA and Marco Ferri are collectively referred to as "you." You and the Company are referred to collectively as the "Parties".
SETTLEMENT AGREEMENTSettlement Agreement • May 2nd, 2023 • Marketwise, Inc. • Services-prepackaged software • Delaware
This SETTLEMENT AGREEMENT (the “Agreement”), dated as of April 28, 2023, is made and entered into by and among MarketWise, Inc., a Delaware corporation (the “Company”); F. Porter Stansberry and the other persons and entities listed on Schedule A hereto (collectively the “Investors” and each individually, an “Investor”). The Company and the Investors are each herein referred to as a “party” and collectively, the “parties”.
February 14, 2023Letter Agreement • February 15th, 2023 • Marketwise, Inc. • Services-prepackaged software
This letter (“Letter Agreement”) shall include the related terms and conditions of your continued employment with the Company and in connection with your role as CEO, effective as of February 15, 2023. (“Effective Date”) and shall supersede in its entirety that certain confirmation of employment terms by and between you and the Company, dated January 10, 2023 (the “Prior Agreement”) as of the Effective Date.
July 6, 2023Letter Agreement • July 6th, 2023 • Marketwise, Inc. • Services-prepackaged software
This letter (“Letter Agreement”) shall include the related terms and conditions of your employment with the Company and in connection with your role as CFO, effective as of August 15, 2023. (“Effective Date”).
