TAX RECEIVABLES AGREEMENT by and among MEDIAALPHA, INC., QL HOLDINGS, LLC, WHITE MOUNTAINS INVESTMENTS (LUXEMBOURG) S.À R.L, and THE STEP-UP PARTICIPANTS FROM TIME TO TIME PARTY TO THIS AGREEMENT, Dated as of [•], 2020Tax Receivables Agreement • October 5th, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Tax Receivables Agreement (this “Agreement”), dated as of [•], 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 Investments (Luxembourg) S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) (“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”).
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.
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 [ ], 2020Exchange Agreement • October 5th, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
EXCHANGE AGREEMENT, dated as of [ ], 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 [ ], 2020Stockholders Agreement • October 5th, 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”.
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”).
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”).
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”)
