X0206 3 2020-10-28 0 0001818383 MediaAlpha, Inc. MAX 0001830016 Nonko Eugene C/O MEDIAALPHA, INC. 700 SOUTH FLOWER STREET, SUITE 640 LOS ANGELES CA 90017 1 1 0 0 See Remarks CLASS B COMMON STOCK 4760005 I By O.N.E. Holdings, LLC CLASS B COMMON STOCK 897928 I By QuoteLab Holdings, Inc. CLASS B-1 UNITS OF QL HOLDINGS LLC CLASS A COMMON STOCK 4760005 I By O.N.E. Holdings, LLC CLASS B-1 UNITS OF QL HOLDINGS LLC CLASS A COMMON STOCK 897928 I By QuoteLab Holdings, Inc. Pursuant to the offering reorganization completed immediately prior to completion of the initial public offering of MediaAlpha, Inc. (the "Issuer") contemplated by the reorganization agreement, dated October 27, 2020, among the Issuer, QL Holdings LLC (the "QLH") and other parties named therein, the limited liability company agreement of QLH was amended and restated to, among other things, convert all of the equity interests held by the members of QLH (except Guilford Holdings, Inc.) into Class B-1 units of QLH. These members of QLH contributed a certain amount of cash to the Issuer in exchange for shares of Class B common stock, par value 0.01$ per share, of the Issuer (the "Class B Stock"). Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the shares of Class B Stock (i) confer no economic rights on the holders thereof, (ii) confer only voting rights on the holders thereof and (iii) may be issued only to holders of Class B-1 Units of QLH. Reflects shares of Class B Common Stock held directly by O.N.E. Holdings, LLC. Mr. Nonko is the managing member and O.N.E. Holdings, LLC is owned by Mr. Nonko and his immediate family. Reflects 35% of the 2,565,508 shares of Class B Common Stock held directly by QuoteLab Holdings, Inc. Mr. Nonko is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc. Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QLH, Guilford Holdings, Inc. and the Class B-1 members of QLH, the Class B-1 Units (together with one share of Class B Stock for every Class B-1 Unit) are exchangeable for one shares of the Issuer's Class A Common Stock, par value $0.01 per share. Reflects shares of Class B-1 Units of QLH held directly by O.N.E. Holdings, LLC. Mr. Nonko is the managing member and O.N.E. Holdings, LLC is owned by Mr. Nonko and his immediate family. Reflects 35% of the 2,565,508 shares of Class B Common Stock held directly by QuoteLab Holdings, Inc. Mr. Nonko is the indirect holder of 35% of the voting interests and economic interests in QuoteLab Holdings, Inc. CHIEF TECHNOLOGY OFFICER AND CO-FOUNDER Exhibit 24 - Power of Attorney /s/ Lance Martinez, attorney-in-fact for Nonko Eugene 2020-10-27