CARDLYTICS, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
CARDLYTICS, INC. 3,850,000 Shares of Common Stock Underwriting AgreementCardlytics, Inc. • March 5th, 2021 • Services-computer programming, data processing, etc. • New York
Cardlytics, 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 3,850,000 shares of Common Stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 577,500 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
CARDLYICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ Debt SecuritiesIndenture • March 1st, 2021 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
CARDLYTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 22, 2020 1.00% Convertible Senior Notes due 2025Indenture • September 22nd, 2020 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of September 22, 2020 between CARDLYTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CARDLYTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • January 29th, 2024 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Cardlytics, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
CARDLYTICS, INC. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • March 1st, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Cardlytics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
CARDLYTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • January 29th, 2024 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Cardlytics, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Cardlytics, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • March 1st, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Cardlytics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
4.25% Convertible Senior Notes due 2029Indenture • April 1st, 2024 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of April 1, 2024, between Cardlytics, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED SEPARATION PAY AGREEMENTSeparation Pay Agreement • January 29th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Georgia
This Amended and Restated Separation Pay Agreement (the “Agreement”) by and between Cardlytics, Inc. (the “Company”), and (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of , 201 (the “Effective Date”).
SEPARATION PAY AGREEMENTSeparation Pay Agreement • August 1st, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
This Separation Pay Agreement (the “Agreement”) by and between Cardlytics, Inc. (the “Company”) and Alexis DeSieno (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of August 14, 2023 (the “Effective Date”).
Software License, Customization and Maintenance Agreement Agreement Number: CW251207 Effective Date: 11/4/10 Company Name: Cardlytics, Inc. Company Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Company Telephone: 888.798.5802Software License, Customization and Maintenance Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • North Carolina
This SOFTWARE LICENSE, CUSTOMIZATION AND MAINTENANCE AGREEMENT (“Agreement”) is entered into as of the Effective Date by and between Bank of America, N.A. (“Bank of America”), a national banking association, and the above-named Supplier, a corporation, and consists of this signature page and the attached Terms and Conditions, Schedules, and all other documents attached hereto, which are incorporated in full by this reference.
General Services Agreement Agreement Number: CW251208 Effective Date: 11/5/10 Expiration Date: 11/4/15 Company Name: Cardlytics, Inc. Company Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Company Telephone: 888.798.5802General Services Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • North Carolina
This GENERAL SERVICES AGREEMENT (“Agreement”) is entered into as of the Effective Date by and between Bank of America, N.A, (“Bank of America”), a national banking association, and the above-named Supplier, a corporation, and consists of this signature page and attached Terms and Conditions, Schedules, and all other documents attached hereto, which are incorporated in full by this reference.
CREDIT AGREEMENTCredit Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Maryland
different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Investment Manager’s or Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Maryland, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.
MASTER AGREEMENTMaster Agreement • August 14th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
This MASTER AGREEMENT (together with the Exhibits attached hereto or incorporated into this document, this “Agreement”) is entered into as of the effective date indicated in the signature box below (the “Effective Date”) by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“JPMC”) and the Supplier named in the signature box below (“Supplier”).
SEVERANCE AGREEMENTSeverance Agreement • November 1st, 2022 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • California
This Severance Agreement (the “Agreement”) by and between Cardlytics, Inc. (the “Company”), and Karim Temsamani (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of September 1, 2022 (the “Effective Date”).
Second Amendment to Loan and Security AgreementSecurity Agreement • August 8th, 2019 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT is entered into between PACIFIC WESTERN BANK, a California state-chartered bank (“PWB”), as Agent and Lender, the other lenders from time to time party to the Loan Agreement, and the borrower named above (“Borrower”). PWB and lenders that may hereafter join as lenders under the Loan Agreement (as defined below) are herein sometimes collectively referred to as “Lenders” and individually as a “Lender”. PWB, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the “Agent” (which term shall include any successor Agent in accordance with terms hereof).
COOPERATION AGREEMENTCooperation Agreement • September 19th, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2023 by and among Cardlytics, Inc., a Delaware corporation (the “Company”), on the one hand, and those certain investors set forth on Exhibit A hereto (collectively, the “Investors”), on the other hand. The Company and the Investors are referred to in this Agreement as the “Parties.”
General Services Agreement Change OrderCardlytics, Inc. • March 1st, 2022 • Services-computer programming, data processing, etc.
Agreed to: Agreed to: Bank of America, N.A Cardlytics, Inc. /s/ Sam Griffin /s/ Andrew Christiansen W Sam Griffin Andrew Christiansen Sr. Procurement Specialist Chief Financial Officer (Principal Financial and Accounting Officer)
SECOND AMENDMENT TO SCHEDULE #1Cardlytics, Inc. • August 4th, 2020 • Services-computer programming, data processing, etc.
This Second Amendment (“Amendment”) to that certain Schedule #1 dated May 4, 2018 (“Schedule”), as amended on October 23, 2018, is made effective on June 4, 2020 (the “Amendment Effective Date”) between JPMorgan Chase Bank, National Association (“JPMC”) and Cardlytics, Inc. (“Supplier”).
Sixteenth Amendment to Loan and Security AgreementAnd Security Agreement • May 8th, 2024 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
Agent, Lenders and Borrower agree to amend the Loan and Security Agreement between them, dated May 21, 2018 (as amended, the “Loan Agreement”), as follows, effective as of the date hereof except as otherwise provided below. (Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.)
Eighth Amendment to Loan and Security Agreement, Consent and Assumption AgreementLoan and Security Agreement • August 3rd, 2021 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
Agent, Lenders and Borrower agree to amend the Loan and Security Agreement between them, dated May 21, 2018 (as amended, the “Loan Agreement”), as follows, effective as of the date hereof except as otherwise provided below. (Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.)
Fourth Amendment to Loan and Security AgreementSecurity Agreement • May 11th, 2020 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into between PACIFIC WESTERN BANK, a California state-chartered bank (“PWB”), as Agent and Lender, the other lenders from time to time party to the Loan Agreement, and the borrower named above (“Borrower”). PWB and lenders that may hereafter join as lenders under the Loan Agreement (as defined below) are herein sometimes collectively referred to as “Lenders” and individually as a “Lender”. PWB, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the “Agent” (which term shall include any successor Agent in accordance with terms hereof).
Sixth Amendment to Loan and Security AgreementAnd Security Agreement • March 1st, 2021 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into between PACIFIC WESTERN BANK, a California state-chartered bank (“PWB”), as Agent and Lender, the other lenders from time to time party to the Loan Agreement, and the borrower named above (“Borrower”). PWB and lenders that may hereafter join as lenders under the Loan Agreement (as defined below) are herein sometimes collectively referred to as “Lenders” and individually as a “Lender”. PWB, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the “Agent” (which term shall include any successor Agent in accordance with terms hereof).
Third Amendment to Loan and Security AgreementSecurity Agreement • November 12th, 2019 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT is entered into between PACIFIC WESTERN BANK, a California state-chartered bank (“PWB”), as Agent and Lender, the other lenders from time to time party to the Loan Agreement, and the borrower named above (“Borrower”). PWB and lenders that may hereafter join as lenders under the Loan Agreement (as defined below) are herein sometimes collectively referred to as “Lenders” and individually as a “Lender”. PWB, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the “Agent” (which term shall include any successor Agent in accordance with terms hereof).
Consent to Loan and Security AgreementLoan and Security Agreement • May 4th, 2021 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
THIS CONSENT TO LOAN AND SECURITY AGREEMENT (this "Consent") is entered into between PACIFIC WESTERN BANK, a California state-chartered bank ("PWB"), as Agent and Lender, the other lenders from time to time party to the Loan Agreement, and the borrower named above ("Borrower"). PWB and lenders that may hereafter join as lenders under the Loan Agreement (as defined below) are herein sometimes collectively referred to as "Lenders" and individually as a " Lender". PWB, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the "Agent" (which term shall include any successor Agent in accordance with terms hereof).
Supplier Name: Cardlytics, Inc. Master Agreement Number: CW251208 Supplier Address: Suite 6000 Atlanta, GA 30308 Amendment Number: CW1569602 Supplier Telephone: 888.798.5802 Effective Date: Upon ExecutionServices Agreement • March 1st, 2021 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
SEVERANCE AGREEMENTSeverance Agreement • March 1st, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • California
This Severance Agreement (the “Agreement”) by and between Cardlytics, Inc. (the “Company”), and Amit Gupta (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of January 23, 2023 (the “Effective Date”).
General Services Agreement Change OrderCardlytics, Inc. • March 1st, 2022 • Services-computer programming, data processing, etc.
Agreed to: Agreed to: Bank of America, N.A Cardlytics, Inc. /s/ Sam Griffin /s/ Andrew Christiansen W Sam Griffin Andrew Christiansen Sr. Procurement Specialist Chief Financial Officer (Principal Financial and Accounting Officer)
Fifteenth Amendment to Loan and Security AgreementAnd Security Agreement • March 14th, 2024 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
This FIFTEETH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into among, the borrowers named above (each and collectively, the “Borrower”), the lenders from time to time party to the Loan Agreement (“Lenders”) and Banc of California, a California state-chartered bank (formerly known as Pacific Western Bank) in its capacity as administrative and collateral agent for the Lenders (“Agent”).
Eleventh Amendment to Loan and Security AgreementAnd Security Agreement • March 1st, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
This ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into between PACIFIC WESTERN BANK, a California state-chartered bank (“PWB”), as Agent and Lender, the other lenders from time to time party to the Loan Agreement, the existing borrowers named above (each and collectively, the “Existing Borrower”), and the additional borrowers named above (each and collectively, “Additional Borrower” together with the Existing Borrower, the “Borrower”). PWB and lenders that may hereafter join as lenders under the Loan Agreement (as defined below) are herein sometimes collectively referred to as “Lenders” and individually as a “Lender”. PWB, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the “Agent” (which term shall include any successor Agent in accordance with terms hereof).
Assumption Agreement and Seventh Amendment to Loan and Security AgreementAssumption Agreement • August 3rd, 2021 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
Agent, Lenders and Borrower agree to amend the Loan and Security Agreement between them, dated May 21, 2018 (as amended, the “Loan Agreement”), as follows, effective as of the date hereof except as otherwise provided below. (Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.)
Loan and Security AgreementSecurity Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date among ALLY BANK (“Ally”), whose address is 300 Park Avenue, 4th Floor, New York, New York 10022, PACIFIC WESTERN BANK, a California state chartered bank (“PWB”), whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701, and the borrower named above (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). Ally and PWB are herein sometimes collectively referred to as “Lenders” and individually as a “Lender”. Ally, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the “Agent” (which term shall include any successor Agent in accordance with terms hereof). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below and in Ex
Fifth Amendment to Loan and Security AgreementAnd Security Agreement • November 2nd, 2020 • Cardlytics, Inc. • Services-computer programming, data processing, etc.
This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into between PACIFIC WESTERN BANK, a California state-chartered bank (“PWB”), as Agent and Lender, the other lenders from time to time party to the Loan Agreement, and the borrower named above (“Borrower”). PWB and lenders that may hereafter join as lenders under the Loan Agreement (as defined below) are herein sometimes collectively referred to as “Lenders” and individually as a “Lender”. PWB, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the “Agent” (which term shall include any successor Agent in accordance with terms hereof).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDLYTICS, INC., MR. T MERGER SUB, INC., BRIDG, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE April 12, 2021Agreement and Plan of Merger • November 18th, 2022 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Delaware
Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
