X0206 3 2020-10-28 0 0001818383 MediaAlpha, Inc. MAX 0001829670 Martinez Lance C/O MEDIAALPHA, INC. 700 SOUTH FLOWER STREET, SUITE 640 LOS ANGELES CA 90017 0 1 0 0 GENERAL COUNSEL AND SECRETARY CLASS B COMMON STOCK 177008 D CLASS B-1 UNITS OF QL HOLDINGS LLC CLASS A COMMON STOCK 177008 D 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. 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, subject to vesting conditions set forth in separate agreements. Pursuant to the executive's award agreements, 25% of the equity granted will vest on the first anniversary of the vesting commencement date set forth in the agreement, and the remaining 75% of the equity will vest ratably each month over the following 36 months. /s/ Lance Martinez 2020-10-27