MarketWise, Inc. Insider Trading Policy

Insider trading is a serious crime that involves trading in the securities of any company while in possession of material nonpublic information about that company.

The Board of Directors of MarketWise, Inc. has adopted this Insider Trading Policy (this “Policy”) to provide guidelines to all directors, officers, employees, and contractors of MarketWise, Inc. and its affiliates (collectively, the “Company”) with respect to trading in MarketWise, Inc. securities, as well as the securities of other publicly traded companies. This Policy outlines your responsibilities to avoid insider trading and implements certain procedures to help you avoid even the appearance of insider trading.

Insider trading is prohibited by this Policy, and violation of this Policy may result in Company-imposed sanctions, including reduction in compensation or dismissal for cause.

The head of Compliance is responsible for the administration of this Policy. In the absence of the head of Compliance, responsibility for administering this Policy will rest with the General Counsel or such other employee as may be designated by the head of Compliance.

Actions taken by the Company or any Company personnel do not constitute legal advice nor do they insulate you from the consequences of noncompliance with this Policy or insider trading laws.

Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information. These laws also prohibit providing material nonpublic information to others so that they can trade. Violating such laws can result in serious criminal and civil charges against you and the Company.

This Policy extends to all activities within and outside your Company duties. Every officer, director, employee, and contractor must review this Policy.

Questions regarding the Policy should be directed to the Company’s head of Compliance.

Insiders - Insiders include officers, directors, employees and contractors of a company, or anyone else who has material nonpublic information about a company. Insiders have independent fiduciary duties to their company and its stockholders not to trade on material nonpublic information relating to the company’s securities.

Insider Trading - Insider trading occurs when any person purchases or sells a security while in possession of material nonpublic information relating to the security. Insider trading may result in civil penalties, including disgorgement of profits and civil fines or criminal penalties, including imprisonment and fines of up to $5 million for individuals and $25 million for corporations.

Material Information - A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security, or if the fact is likely to have a significant effect on the market price of the security. The materiality of a fact depends upon the circumstances. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity. Also, information that something is likely to happen in the future—or even just that it may happen—could be deemed material.

Nonpublic Information - Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through newswire services such as Dow Jones, Reuters, Bloomberg, Business Wire, The Wall Street Journal, Associated Press or United Press International; a broadcast on widely available radio or television programs; publication in a widely available newspaper, magazine, or news website; a Regulation FD-compliant conference call; or public disclosure documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website. Publication of information in any Company newsletter, email or other platform that is not accessible by the general public does not constitute wide dissemination, and such information is considered “nonpublic.”

Purchase and Sale - Purchase and Sale are defined broadly under the federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options, and acquisitions and exercises of warrants or puts, calls, or other derivative securities.

Securities - Securities includes stocks, bonds, notes, debentures, options, warrants, and other convertible securities, as well as derivative instruments.

No officer, director, employee or contractor, including their respective immediate family members, shall purchase or sell any type of security while in possession of material nonpublic information relating to the security or the issuer of such security, whether the issuer of such security is MarketWise, Inc. or any other company.

avoidance of doubt, this prohibition applies to the sale of Class A common stock relating to the redemption of units of MarketWise, LLC.

The Blackout Period does not apply to the following:

No Tipping. No officer, director, employee or contractor shall directly or indirectly communicate (or “tip”) material nonpublic information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than as required.

Additional Prohibited Transactions. The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. Therefore, officers, directors, employees, and contractors shall comply with the following policies with respect to certain prohibited transactions in the Company’s securities:

•Short Sales. Short sales of the Company’s securities are prohibited by this Policy. In addition, as noted below, Section 16(c) of the 1934 Act absolutely prohibits Section 16 reporting persons from making short sales of the Company’s equity securities, i.e., sales of shares that the insider does not own at the time of sale, or sales of shares against which the insider does not deliver the shares within 20 days after the sale.

•Publicly Traded Options. Transactions in puts, calls or other derivative securities involving the Company’s equity securities, on an exchange or in any other organized market, are prohibited by this Policy. Such prohibition shall not apply to transactions involving warrants to purchase Class A common stock originally issued by the Company, provided, however, that all other applicable restrictions in this Policy will apply to such transactions.

•Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an officer, director, employee or contractor to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. Such transactions allow the officer, director, employee or contractor to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the officer, director, employee or contractor may no longer have the same objectives as the Company’s other stockholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy.

•Purchases of the Company’s Securities on Margin; Pledging the Company’s Securities to Secure Margin or Other Loans. Purchasing on margin means borrowing from a brokerage firm, bank or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of stock options under the Company’s equity plans). Margin purchases of the Company’s securities are prohibited by this Policy. Pledging the Company’s securities as collateral to secure loans is also prohibited. This prohibition means, among other things, that you cannot hold the Company’s securities in a “margin account” (which would allow you to borrow against your holdings to buy securities).

Examples of insider trading cases include actions brought against officers, directors, employees and contractors who traded in a company’s securities after learning of significant confidential corporate developments; friends, business associates, family members, and other Tippees (defined below) of such officers, directors, employees and contractors who traded in the securities after receiving such information; and other persons who misappropriated, and took advantage of, confidential information from their employers. The following are hypothetical illustrations of insider trading violations.

•Trading by an Insider. An officer of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to the public announcement of such earnings, the officer purchases X Corporation’s stock. The officer, an insider, is liable for all profits as well as penalties of up to three times the amount of all profits. The officer is also subject to, among other things, criminal prosecution, including up to $5 million in additional fines and 20 years in jail. Depending upon the circumstances, X Corporation and the individual to whom the officer reports could also be liable as controlling persons.

•Trading by a Tippee. An officer of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded an agreement for a major acquisition. This tip causes the friend to purchase X Corporation’s stock in advance of the announcement. The officer is jointly liable with his friend for all of the friend’s profits, and each is liable for all civil penalties of up to three times the amount of the friend’s profits. The officer and his friend are also subject to criminal prosecution and other remedies and sanctions, as described above.

Insiders may be liable for communicating or tipping material nonpublic information to a third party (a “Tippee”), and insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders can also be liable for insider trading, including Tippees who trade on material nonpublic information tipped to them or individuals who trade on material nonpublic information that has been misappropriated. Insiders may be held liable for tipping even if they receive no personal benefit from tipping and even if no close personal relationship exists between them and the Tippee.

Penalties for trading on or tipping material nonpublic information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. Enforcement remedies available to the government or private plaintiffs under the federal securities laws include:

•SEC administrative sanctions;

•securities industry self-regulatory organization sanctions;

•civil injunctions;

•damage awards to private plaintiffs;

•disgorgement of all profits;

•civil fines for the violator of up to three times the amount of profit gained or loss avoided;

•civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1.425 million or three times the amount of profit gained or loss avoided by the violator;

•criminal fines for individual violators of up to $5 million ($25 million for an entity); and

•jail sentences of up to 20 years.

The size of the transaction or the amount of profit received does not have to be significant to result in prosecution. The SEC has the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers or dealers are required by law to inform the SEC of any possible violations by people who may have material nonpublic information. The SEC aggressively investigates even small insider trading violations.

The following procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading.

Blackout Periods. The period during which the Company prepares quarterly financials is a sensitive time for insider trading purposes, as Company personnel may be more likely to possess, or be presumed to possess, material nonpublic information. To avoid the appearance of impropriety and assist Company personnel in planning transactions in the Company’s securities for appropriate times, no officer, director, key employee or key contractor subject to blackout period trading restrictions (as designated and amended from time to time and maintained by the Legal Department) shall purchase or sell any security of the Company during the Blackout Period. Please refer to Section 1.2 for additional information on Blackout Periods.

Exceptions to the Blackout Period policy may be approved only by the Company’s General Counsel or, in the case of exceptions for directors, the Audit Committee of the Board of Directors.

From time to time, the Company, through the Board of Directors, a Board Committee, the General Counsel or Chief Financial Officer, may recommend that officers, directors, employees, contractors or others suspend trading in the Company’s securities because of developments that have not yet been disclosed to the public. Subject to the exceptions noted above (refer to Section 1.2), all those affected should not trade in the Company’s securities while the suspension is in effect, and should not disclose to others that the Company has suspended trading.

Preclearance of All Trades by All Officers, Directors, Key Employees and Key Contractors. To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of the Company’s securities, all transactions in the Company’s securities (including, without limitation, acquisitions and dispositions of Company stock, the exercise of stock options, elective transactions under 401(k)/ESPP/deferred compensation plans, election or changes to elections for dividend reinvestment transactions, and the sale of Company stock issued upon exercise of stock options) by officers, directors, key employees and key contractors subject to preclearance trading restrictions (as designated and amended from time to time and maintained by the Legal Department) (each, a “Preclearance Person”), including immediate family members of such Preclearance Persons, must be precleared by the Company’s General Counsel or designee, except for certain exempt transactions as explained in Section 10 of this Policy. Preclearance does not relieve you of your responsibility under SEC rules.

A request for preclearance using the Preclearance Certification (see Exhibit A) must be submitted to preclear@marketwise.com at least two (2) business days in advance of the proposed transaction, and include the identity of the Preclearance Person, the type of proposed transaction (for example, an open market purchase, a privately negotiated sale, an option exercise, etc.), the proposed date of the transaction, and the number of shares or other securities to be involved. In addition, the Preclearance Person must execute a certification (see Exhibit A) that he or she is not aware of material nonpublic information about the Company. The General Counsel or designee shall have sole discretion to decide whether to clear any contemplated transaction. The Chief Financial Officer shall have sole discretion to decide whether to clear transactions by the General Counsel or persons or entities subject to this Policy as a result of their relationship with the General Counsel. All trades that are precleared must be effected within three (3) business days of receipt of the preclearance, unless a specific exception has been granted by the General Counsel or designee. Trades cannot exceed the precleared number of shares or dollar value. A precleared trade (or any portion of a precleared trade) that has not been effected during the three-business day period must be precleared again prior to execution. Notwithstanding receipt of preclearance, if the Preclearance Person becomes aware of material nonpublic information or becomes subject to a Blackout Period before the transaction is effected, the transaction may not be completed.

None of the Company, the General Counsel or the Company’s other employees will have any liability for any delay in reviewing, or refusal of, a request for preclearance submitted pursuant to this Section. Notwithstanding any preclearance of a transaction pursuant to this Section, none of the Company, the General Counsel or the Company’s other employees assumes any liability for the legality or consequences of such transaction to the person engaging in such transaction.

Post-Termination Transactions. With the exception of the preclearance requirement, this Policy continues to apply to transactions in the Company’s securities even after termination of service to the Company. If you are in possession of material nonpublic information when your service terminates, you may not trade in the Company’s securities until that information has become public (through an SEC filing or otherwise) or is no longer material.

•Access to Information. Access to material nonpublic information about the Company, including the Company’s business, earnings or prospects, should be limited to officers, directors, employees and contractors of the Company as required. In addition, such information should not be communicated to anyone outside the Company under any circumstances (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company on an other than as required.

In communicating material nonpublic information to employees and contractors of the Company, all officers, directors, employees and contractors must take care to emphasize the need for confidential treatment of such information and adherence to the Company’s policies with regard to confidential information.

•Inquiries from Third Parties. Inquiries from third parties, such as industry analysts or members of the media, about the Company should be directed to the head of Investor Relations.

The following procedures are designed to maintain confidentiality with respect to the Company’s business operations and activities.

All officers, directors, employees and contractors should take all steps and precautions necessary to restrict access to, and secure, material nonpublic information by, among other things:

•maintaining the confidentiality of Company-related transactions;

•conducting their business and social activities so as not to risk inadvertent disclosure of confidential information. Review of confidential documents in public places should be conducted so as to prevent access by unauthorized persons;

•restricting access to documents and files (including computer files) containing material nonpublic information to individuals only as required (including maintaining control over the distribution of documents and drafts of documents);

•promptly removing and cleaning up all confidential documents and other materials from conference rooms following the conclusion of any meetings;

•disposing of all confidential documents and other papers once there is no longer any business or other legally required need;

•restricting access to areas likely to contain confidential documents or material nonpublic information;

•safeguarding laptop computers, tablets, memory sticks, CDs, and other items that contain confidential information; and

•avoiding the discussion of material nonpublic information in places where the information could be overheard by others, such as in elevators, restrooms, hallways, restaurants, airplanes, or taxicabs.

If you are concerned that the Policy has been violated, or have any questions about the Policy, you should contact the head of Compliance at compliance@marketwise.com.