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
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 • November 2nd, 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 • 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”).
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.
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”.
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
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”).
