MediaAlpha, Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 20th, 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 [•] 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 [•] 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 [•] 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 [•] shares of Class A Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are her
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MEDIAALPHA, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2020Registration Rights Agreement • October 20th, 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”);
REORGANIZATION AGREEMENT BY AND AMONG MEDIAALPHA, INC., QL HOLDINGS LLC, AND THE OTHER PARTIES NAMED HEREIN DATED AS OF [ ], 2020Reorganization Agreement • October 20th, 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
