0001193125-20-275059 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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”).

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MEDIAALPHA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit • 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”).

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 [•], 2020
Tax 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”).

MEDIAALPHA, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit • 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”).

REORGANIZATION AGREEMENT BY AND AMONG MEDIAALPHA, INC., QL HOLDINGS LLC, AND THE OTHER PARTIES NAMED HEREIN DATED AS OF [ ], 2020
Reorganization 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

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