Common Contracts
2 similar Limited Liability Company Agreement contracts by MediaAlpha, Inc.
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.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QL HOLDINGS LLC Dated as of [ ], 2020Limited Liability Company Agreement • October 5th, 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 [ ], 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.
