MARKETWISE, INC. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officers and Directors

Upon the consummation of the Transactions, and in accordance with the terms of the Transaction Agreement, each executive officer of ADAC ceased serving in such capacities, and David Gomberg, Robert Foreman, Michael Jesselson, Diane Nelson, and Mickie Rosen ceased serving on ADAC's board of directors.

Mark Arnold, Mark Gerhard, Riaan Hodgson, Michael Palmer, Stephen Sjuggerud, Manuel Borges, Elizabeth Burton, Paul Idzik, and Van Simmons were appointed as directors of MarketWise, to serve until the end of their respective terms and until their successors are elected and qualified. Riaan Hodgson, Manuel Borges, and Elizabeth Burton were appointed to serve on MarketWise's audit committee, with Riaan Hodgson serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K.

Mark Arnold was appointed as MarketWise's Chairman, Chief Executive Officer, and President, Dale Lynch was appointed as MarketWise's Chief Financial Officer, Marco Ferri was appointed as MarketWise's Director of Business Development, Gary Anderson was appointed as MarketWise's General Counsel, Marco Galsim was appointed as MarketWise's Chief Information Officer, and Cynthia Cherry was appointed as MarketWise's Senior Director of Human Resources.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section titled "Director Election Proposal" beginning on page 155 and "Management of MarketWise PubCo After Closing of the Transactions" beginning on page 252 for biographical information about each of the directors and officers, following the Transactions, which is incorporated herein by reference.

Compensatory Arrangements for Directors

In connection with the Closing, MarketWise's board of directors approved a compensation program for MarketWise's non-employee directors who are determined not to be affiliated with MarketWise and ADAC (the "NED Compensation Policy"). Pursuant to the terms of the NED Compensation Policy, non-employee directors are eligible to receive fixed annual cash retainer fees, as well as long-term equity compensation awards for their service on MarketWise's board of directors. Additional fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service. A copy of the NED Compensation Policy is included as Exhibit 10.5 to this Report and is incorporated herein by reference.

2021 Incentive Award Plan

On July 21, 2021, the MarketWise, Inc. 2021 Incentive Award Plan (the "2021 Incentive Award Plan") became effective. MarketWise has reserved a total of 32,045,000 shares of MarketWise Class A common stock for issuance pursuant to the 2021 Incentive Award Plan and the maximum number of shares that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Incentive Award Plan is 32,045,000, in each case, subject to certain adjustments set forth therein.

The information set forth in the section entitled "Incentive Award Plan Proposal" beginning on page 142 of the Proxy Statement/Prospectus is incorporated herein by reference. The foregoing description of the 2021 Incentive Award Plan and the information incorporated by reference in the preceding sentence does not purport to be complete 


and is qualified in its entirety by the terms and conditions of the 2021 Incentive Award Plan, which is incorporated by reference to this Report as Exhibit 10.6.

2021 Employee Stock Purchase Plan

On July 21, 2021, the MarketWise, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP") became effective. MarketWise has reserved a total of 6,409,000 shares of MarketWise Class A common stock for issuance pursuant to the 2021 ESPP, subject to certain adjustments set forth therein.

The information set forth in the section entitled "ESPP Proposal" beginning on page 151 of the Proxy Statement/Prospectus is incorporated herein by reference. The foregoing description of the 2021 ESPP and the information incorporated by reference in the preceding sentence does not purport to be complete and is qualified in its entirety by the terms and conditions of the 2021 ESPP, which is incorporated by reference to this Report as Exhibit 10.7.