Loyalty Ventures Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 1st, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date], 20[_] between Loyalty Ventures Inc., a Delaware corporation (the “Company”), and [name], a director, officer, partner, trustee, member, employee, agent or fiduciary of the Company or a direct or indirect subsidiary thereof (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 8th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

This Registration Rights Agreement (this “Agreement”) is made as of November 5, 2021 by and among Loyalty Ventures Inc., a Delaware corporation (the “Company”) and Alliance Data Systems Corporation, a Delaware corporation (“ADS”).

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SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • November 8th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT dated as of November 3, 2021 (as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this “Agreement”) between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 8th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 5, 2021 (the “Effective Date”), has been executed by and between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”) (each, a “Party” and collectively, the “Parties”).

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TAX MATTERS AGREEMENT between Alliance Data Systems Corporation, on behalf of itself and the members of the ADS Group, and Loyalty Ventures Inc., on behalf of itself and the members of the Loyalty Ventures Group
Tax Matters Agreement • November 8th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of November 5, 2021 between Alliance Data Systems Corporation (“ADS”), a Delaware corporation, on behalf of itself and the members of the ADS Group and Loyalty Ventures Inc. (“Loyalty Ventures”), a Delaware corporation, on behalf of itself and the members of the Loyalty Ventures Group.

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TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC.
Restricted Stock Unit Award Agreement • December 7th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Loyalty Ventures Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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Letterhead
Retention Bonus Agreement • March 9th, 2023 • Loyalty Ventures Inc. • Services-business services, nec • Texas

On behalf of Loyalty Ventures Inc. (“LVI”, and together with its subsidiaries and affiliates, the “Company Group” or “we” or “us”), we are pleased to offer you the opportunity to receive a retention bonus as set forth below if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). In order to be eligible for the Retention Bonus (as defined below), you must sign and return this Agreement to LVI by March 5, 2023, agreeing to the terms specified in this Agreement, otherwise the Agreement shall be null and void and you shall not be eligible to receive the Retention Bonus.

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FORM OF EMPLOYEE MATTERS AGREEMENT by and between ALLIANCE DATA SYSTEMS CORPORATION and LOYALTY VENTURES INC. Dated as of [—]
Employee Matters Agreement • September 24th, 2021 • Loyalty Ventures Inc. • Services-business services, nec

EMPLOYEE MATTERS AGREEMENT dated as of [●], 2021 (as the same may be amended from time to time in accordance with its terms, this “Agreement”), between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”) (each, a “Party” and together, the “Parties”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement dated as of [•], 2021 by and between the Parties, to which this Agreement is Exhibit [•] (the “Separation Agreement”).

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FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT AMENDMENT EFFECTIVE DATE: DECEMBER 6, 2021
Employee Matters Agreement • December 7th, 2021 • Loyalty Ventures Inc. • Services-business services, nec

FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT dated as of November 5, 2021 (as the same may be amended from time to time in accordance with its terms, the original agreement, the “EMA” and this first amendment, the “Amendment”), between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”) (each, a “Party” and together, the “Parties”). Capitalized terms used in this Amendment but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in either the EMA or the Separation and Distribution Agreement dated as of November 3, 2021 by and between the Parties, to which the EMA is Exhibit A (the “Separation Agreement”).

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TIME-BASED CASH AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC.
Cash Award Agreement • December 7th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

THIS CASH AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of a cash award (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Loyalty Ventures Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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Contract
Program Participation Agreement • September 24th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Ontario

Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****].

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PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC.
Restricted Stock Unit Award Agreement • February 28th, 2022 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Loyalty Ventures Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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Contract
Settlement Agreement • March 10th, 2023 • Loyalty Ventures Inc. • Services-business services, nec

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT AS SUCH INFORMATION WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SUCH EXCLUSIONS HAVE BEEN MARKED WITH A [****].

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AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT
Program Participation Agreement • August 11th, 2022 • Loyalty Ventures Inc. • Services-business services, nec • Ontario

This Sixth Amendment to the Amended and Restated Program Participation Agreement (this “Sixth Amendment”) effective as of July 5, 2022 (the “Amendment Effective Date”) is entered into by and between Bank of Montreal (“Bank”) and LoyaltyOne, Co. (“LM”), and constitutes an amendment to and modification of the Amended and Restated Program Participation Agreement dated as of November 1, 2017 by and between Bank and LM, as amended (the “Agreement”). BMO and LM are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party”.

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CONSENT
Consent • March 2nd, 2023 • Loyalty Ventures Inc. • Services-business services, nec

This CONSENT (this “Consent”), dated as of March 1, 2023, is entered into by and among LOYALTY VENTURES INC., a Delaware corporation (the “Company”), BRAND LOYALTY GROUP B.V., BRAND LOYALTY HOLDING B.V. and BRAND LOYALTY INTERNATIONAL B.V., each a Netherlands private limited company (each, a “Netherlands Borrower” and together with the Company, the “Borrowers”), each Guarantor (as defined in the Credit Agreement (as defined below)) party hereto, Lenders (as defined in the Credit Agreement) constituting Required Lenders under the Credit Agreement, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

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ASSET PURCHASE AGREEMENT LOYALTYONE, CO. as Seller - and - BANK OF MONTREAL as Buyer March 9, 2023
Asset Purchase Agreement • March 10th, 2023 • Loyalty Ventures Inc. • Services-business services, nec

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows:

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Contract
Bridge Loan Agreement • March 2nd, 2023 • Loyalty Ventures Inc. • Services-business services, nec

Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****].

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AMENDED AND RESTATED LICENSE TO USE AND EXPLOIT THE AIR MILES SCHEME IN CANADA
License Agreement • November 4th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Ontario

THIS AGREEMENT is dated the 24th day of July, 1998 between AIR MILES INTERNATIONAL TRADING B.V. of Veerkade 7, 3016 DE Rotterdam, The Netherlands (“AMIT”) and LOYALTY MANAGEMENT GROUP CANADA INC., whose registered office is located at 4110 Yonge Street, Suite 200, North York, Ontario, Canada (“LMGC”);

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Contract
Sale and Purchase Agreement • March 2nd, 2023 • Loyalty Ventures Inc. • Services-business services, nec

Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****].

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Contract
Program Participation Agreement • November 2nd, 2022 • Loyalty Ventures Inc. • Services-business services, nec • Ontario

Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]

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AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT
Program Participation Agreement • August 11th, 2022 • Loyalty Ventures Inc. • Services-business services, nec • Ontario

This Fifth Amendment to the Amended and Restated Program Participation Agreement (this “Fifth Amendment”) effective as of July 4, 2022 (the “Agreement Date”) is entered into by and between Bank of Montreal (“Bank”) and LoyaltyOne, Co. (“LM”), and constitutes an amendment to and modification of the Amended and Restated Program Participation Agreement dated as of November 1, 2017 by and between Bank and LM, as amended (the “Agreement”). BMO and LM are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party”.

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EMPLOYEE COVENANTS AGREEMENT
Employee Covenants Agreement • February 28th, 2022 • Loyalty Ventures Inc. • Services-business services, nec • Texas

WHEREAS, in reliance upon employee’s commitment to comply with this Employee Covenants Agreement (“Agreement”), Loyalty Ventures Inc. (“LVI”) or any entity directly or indirectly controlling, controlled by, or under direct or indirect common control with LVI (each, an “Affiliate”) wishes to employ employee in a position of trust and confidence that involves access to Confidential Information (defined below), valuable business relationships and goodwill, and/or specialized training, which would give employee an unfair advantage in the marketplace if employee’s conduct was not subject to the limitations provided in this Agreement;

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SEPARATION AGREEMENT
Separation Agreement • June 1st, 2022 • Loyalty Ventures Inc. • Services-business services, nec • Alberta

WHEREAS the Employee has been employed by LoyaltyOne, Co. (“L1”) since on or about July 2005 in various capacities and under various corporate names and entities;

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AMENDED AND RESTATED LICENSE TO USE THE AIR MILES TRADE MARKS IN CANADA
License Agreement • November 4th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Ontario

THIS AGREEMENT is dated the 24th day of July, 1998 between AIR MILES INTERNATIONAL HOLDINGS N.V. of Landhuis Joonchi, Kaya Richard J. Beaujon z/n, P.O. Box 837, Curacao, Netherlands Antilles (“AMIH”) and LOYALTY MANAGEMENT GROUP CANADA INC., whose registered office is located at 4110 Yonge Street, Suite 200, North York, Ontario, Canada (“LMGC”);

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