MediaAlpha, Inc. 9,250,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • New York
MediaAlpha, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,258,502 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Company, and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to sell to the several Underwriters an aggregate of 2,991,498 shares of Class A Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 769,104 shares of Class A Common Stock, of the Company, and the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional 618,396 shares of Class A Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the O
Underwriting AgreementUnderwriting Agreement • May 10th, 2024 • MediaAlpha, Inc. • Services-business services, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”, which includes the Selling Stockholders identified on Schedule 2 hereto as Specified Selling Stockholders (each, a “Specified Selling Stockholder”)) of MediaAlpha, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives (collectively, the “Representatives”), an aggregate of 6,600,000 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 990,000 shares of Class A Common Stock, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of th
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MEDIAALPHA, INC. AND CERTAIN STOCKHOLDERS DATED AS OF OCTOBER 27, 2020Registration Rights Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • New York
WHEREAS, pursuant to a Reorganization Agreement, dated as of the date hereof, the Company, QL Holdings LLC, the Principal Investors and certain other Persons have effected a series of reorganization transactions (collectively, the “Reorganization Transactions”);
MEDIAALPHA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 27th, 2023 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of <award_date> (the “Date of Grant”), is made by and between MediaAlpha, Inc., a Delaware corporation (the “Company”), and <first_name> <last_name> (the “Participant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Amended and Restated Employment Agreement (this “Agreement”) dated as of October 27, 2020 is by and among Steven Yi (the “Executive”), QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”).
TAX RECEIVABLES AGREEMENT by and among MEDIAALPHA, INC., QL HOLDINGS LLC, WHITE MOUNTAINS INSURANCE GROUP, LTD., and THE STEP-UP PARTICIPANTS FROM TIME TO TIME PARTY TO THIS AGREEMENT, Dated as of October 27, 2020Tax Receivables Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Tax Receivables Agreement (this “Agreement”), dated as of October 27, 2020, is entered into by and among MediaAlpha, Inc., a Delaware corporation (the “Corporation”), QL Holdings LLC, a Delaware limited liability company (the “LLC”), White Mountains Insurance Group, Ltd., a Bermuda exempted company limited by shares (“WTM”), and the Persons listed in Exhibit A (such listed Persons collectively, the “Step-Up Participants” and, together with WTM, the “Participants”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Employment Agreement (this “Agreement”) dated as of February 3, 2019 is by and among Steven Yi (the “Executive”), QuoteLab, LLC, a Delaware limited liability company (the “Company”), QuoteLab Holdings, Inc., a Delaware corporation (“QLH”), and QL Holdings LLC, a Delaware limited liability company (“QL Holdings”).
REORGANIZATION AGREEMENT BY AND AMONG MEDIAALPHA, INC., QL HOLDINGS LLC, AND THE OTHER PARTIES NAMED HEREIN DATED AS OF [ ], 2020Reorganization Agreement • October 23rd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
WHEREAS, immediately prior to the Reorganization Transactions, QL Management Holdings LLC, a Delaware limited liability company and the holding entity through which the Senior Executives and the LPIHs indirectly held all or a portion of their interests in the Company, dissolved pursuant to that certain Plan of Liquidation and Dissolution, dated as of or around the date hereof, resulting in the Senior Executives and the LPIHs directly holding their interests in the Company; and
ASSET PURCHASE AGREEMENT among QUOTELAB, LLC as Parent, CHT BUYER, LLC, as the Buyer, CUSTOMER HELPER TEAM, LLC, as the Seller, and [***] AND [***], as the Seller Members Dated as of February 24, 2022Asset Purchase Agreement • March 2nd, 2022 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QL HOLDINGS LLC Dated as of October 27, 2020Limited Liability Company Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of QL Holdings LLC, a Delaware limited liability company ( the “Company”), dated as of October 27, 2020 is adopted, executed and agreed to, for good and valuable consideration, by Guilford Holdings, Inc., a Delaware corporation (“Intermediate Holdco”), Insignia QL Holdings, LLC, a Delaware limited liability company (“ICP Main Fund Buyer”), Insignia A QL Holdings, LLC, a Delaware limited liability company (“ICP Parallel Fund Buyer” and, together with ICP Main Fund Buyer, “Insignia”), the Management Parties (as defined below), and each of the other Members identified on Exhibit A hereto, as Members, and, solely for the purposes of Section 3.01(b), Section 3.01(c), Section 3.02(b), Section 3.02(d), Section 3.02(e), Article 13, Section 14.09 and Section 14.10, MediaAlpha, Inc. (“Pubco”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2022 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of March 22, 2022, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2023 • MediaAlpha, Inc. • Services-business services, nec • Delaware
This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of August 1, 2023, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
RESTRICTED UNIT AWARDRestricted Unit Award Agreement • October 5th, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
THIS RESTRICTED UNIT AWARD (“Award”) is dated as of [DATE] (the “Grant Date”), by and between QL Holdings LLC, a Delaware limited liability company (the “Company”), and [GRANTEE] (the “Grantee”).
EXCHANGE AGREEMENT among MEDIAALPHA, INC., QL HOLDINGS LLC, GUILFORD HOLDINGS, INC. and THE CLASS B-1 MEMBERS OF QL HOLDINGS LLC Dated as of October 27, 2020Exchange Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
EXCHANGE AGREEMENT, dated as of October 27, 2020 (this “Agreement”), among MediaAlpha, Inc., a Delaware corporation (“Pubco”), QL Holdings LLC, a Delaware limited liability company (the “Company”), Guilford Holdings, Inc., a Delaware corporation (“Intermediate Holdco”) and the holders from time to time of Class B-1 Units in the Company listed on Exhibit A hereto (collectively, the “Class B-1 Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
STOCKHOLDERS AGREEMENT BY AND AMONG MEDIAALPHA, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF OCTOBER 27, 2020Stockholders Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
For purposes of this Agreement, each of the WTM Investor, the Insignia Investor and the Founder Investor (treating the Founder Investor as a single Stockholder for this purpose) is a “Principal Stockholder”.
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2024 • MediaAlpha, Inc. • Services-business services, nec • Delaware
This Third Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of May 20, 2024, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
SEVERANCE COMPENSATION AGREEMENTSeverance Agreement • June 27th, 2022 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Severance Compensation Agreement (this “Agreement”) dated as of June 21, 2022 (the “Effective Date”) is by and among Jeffrey Coyne (the “Executive”), QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”).
MEDIAALPHA, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • October 23rd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [________] (the “Date of Grant”), is made by and between MediaAlpha, Inc., a Delaware corporation (the “Company”), and [_______] (the “Participant”).
RESTRICTED UNIT AWARDRestricted Unit Award Agreement • October 5th, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
THIS RESTRICTED UNIT AWARD (“Award”) is dated as of [DATE] (the “Grant Date”), by and between QL Holdings LLC, a Delaware limited liability company (the “Company”), and [GRANTEE] (the “Grantee”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QL HOLDINGS LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • October 21st, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
FIRST AMENDMENT dated as of October 21, 2020 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement, dated as July 1, 2020 (the “Existing Agreement”), of QL Holdings LLC, a Delaware limited liability company (the “Company”) and effective as of the ICP Investment Date (the “Effective Date”). Capitalized terms used but not defined in this Amendment shall have the meanings assigned thereto in the Existing Agreement.
SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • June 27th, 2022 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Severance Compensation Agreement (this “Agreement”) dated as of June 21, 2022 (the “Effective Date”) is by and among Cathy Cunningham (the “Executive”), QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”).
QUOTELAB, LLC SEVERANCE AGREEMENTSeverance Agreement • October 5th, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • California
This Severance Agreement (this “Agreement”) is made and entered into by and between Keith Cramer (“Executive”) and Quotelab, LLC, a Delaware limited liability company (the “Company”), effective as of May , 2014 (the “Effective Date”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2022 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This First Amendment to Asset Purchase Agreement (this “Amendment”), is dated as of March 29, 2022, among among QUOTELAB, LLC, a Delaware limited liability company (“Parent”), CHT BUYER, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Buyer” and, together with Parent, the “Buyer Parties”), CUSTOMER HELPER TEAM, LLC, a Delaware limited liability company (the “Seller”), ANTHONY SARANDREA, a member of the Seller, and JOSHUA F. VALDEZ-ELIZETXE, a member of the Seller. Each of Anthony Sarandrea and Joshua F. Valdez-Elizetxe is referred to herein as a “Seller Member” and each of the Seller and each Seller Member is referred to herein as a “Seller Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2021 • MediaAlpha, Inc. • Insurance carriers, nec • Washington
This Employment Agreement (this “Agreement”) dated as of November 2, 2021 is by and among Patrick R. Thompson (the “Executive”), QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”).
REORGANIZATION AGREEMENT BY AND AMONG MEDIAALPHA, INC., QL HOLDINGS LLC, AND THE OTHER PARTIES NAMED HEREIN DATED AS OF OCTOBER 27, 2020Reorganization Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
WHEREAS, immediately prior to the Reorganization Transactions, QL Management Holdings LLC, a Delaware limited liability company and the holding entity through which the Senior Executives and the LPIHs indirectly held all or a portion of their interests in the Company, dissolved pursuant to that certain Plan of Liquidation and Dissolution, dated as of or around the date hereof, resulting in the Senior Executives and the LPIHs directly holding their interests in the Company; and
FIRST AMENDMENT TO TAX RECEIVABLES AGREEMENTTax Receivables Agreement • November 2nd, 2023 • MediaAlpha, Inc. • Services-business services, nec • Delaware
This FIRST AMENDMENT TO TAX RECEIVABLES AGREEMENT (the “Amendment”), is entered into as of October 1, 2023 (the “Effective Date”), with the approval of each of the Participant Representatives (as defined in the Agreement) as required pursuant to Section 7.06(b) of the Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QL HOLDINGS LLC A Delaware Limited Liability Company Dated as of July 1, 2020Limited Liability Company Agreement • October 5th, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of QL Holdings LLC, a Delaware limited liability company (the “Company”), dated July 1, 2020, is made by and among the parties identified on Schedule I and Schedule II attached hereto (each such party, a “Member” and, together with each other Member and those other parties admitted to the Company from time to time as hereinafter provided, the “Members”), and Steven Yi, Eugene Nonko and Ambrose Wang (each, a “Founder” and, collectively, the “Founders”)
MEDIAALPHA, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 2nd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [________] (the “Date of Grant”), is made by and between MediaAlpha, Inc., a Delaware corporation (the “Company”), and [_______] (the “Participant”).
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • November 2nd, 2023 • MediaAlpha, Inc. • Services-business services, nec
This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (the “Amendment”) is entered into as of October 17, 2023, by and among the Principal Stockholders. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Stockholders Agreement (as defined below).
