MEDIAALPHA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 23rd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
THIS 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware
This Amended and Restated Employment Agreement (this “Agreement”) dated as of [DATE], 2020 is by and among Eugene Nonko (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 [•], 2020Tax Receivables Agreement • October 23rd, 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 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”).
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
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”).
