CARDLYTICS, INC. INDEMNITY AGREEMENT Approved May 26, 2017Indemnity Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [ ], is made by and between CARDLYTICS, INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SEPARATION PAY AGREEMENTSeparation Pay Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Georgia
This 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 [ ] (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.
Loan and Security AgreementLoan and Security 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
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.
CARDLYTICS, INC. RESTRICTED SECURITIES UNIT GRANT NOTICERestricted Securities Unit Grant • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Delaware
Cardlytics, Inc. (the “Company”) hereby awards to Grantee (as of the date indicated below) the Restricted Securities Unit (“RSUs”) with the terms set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Restricted Securities Unit Award Agreement attached hereto as Attachment I and the form of Convertible Promissory Note attached hereto as Attachment II, both of which are incorporated herein in their entirety. Capitalized terms not otherwise defined in this Grant Notice will have the meanings set forth in the attached Restricted Securities Unit Award Agreement.
CARDLYTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 4, 2017Investors’ Rights Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of May 4, 2017, by and among CARDLYTICS, INC., a Delaware corporation (the “Company”), SCOTT GRIMES and LYNNE LAUBE, each of whom is herein referred to as a “Founder,” the holders of the Company’s Series A-R Preferred Stock, Series B-R Preferred Stock Series C-R Preferred Stock (the “Series C Holders”), Series D-R Preferred Stock (the “Series D Holders”), Series E-R Preferred Stock, and Series F-R Preferred Stock (the “Series F Holders”) listed on Exhibit A attached hereto (collectively, the “Existing Holders”) and the purchasers of the Company’s Series G Preferred Stock (the “Series G Holders”) and Series G’ Preferred Stock (the “Series G’ Holders,” and together with the Existing Holders, the “Investors”) listed on Exhibit A attached hereto.
OFFICE LEASE AGREEMENTOffice Lease Agreement • January 12th, 2018 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • Georgia
If the Landlord’s Work as described herein is not substantially completed on or before October 1, 2014 (the “Outside Completion Date”), Tenant shall be entitled to a one (1) day abatement of all Base Rent and other charges due from Tenant under this Lease for each day after the Outside Completion Date until the Delivery Date which abatement will result in an extension of the period between the Lease Commencement Date and the Rent Commencement Date. The Outside Completion Date shall be extended day for day for any unavoidable delay as set forth in Section 31.4. In addition to such rent abatement, in such event, Landlord shall be responsible to Tenant for the reasonable, actual cost incurred by Tenant to directly resulting from the Landlord’s failure to deliver the Demised Premises by the Outside Completion Date, to hold over in its then existing space or secure temporary space, provided that the maximum liability to Landlord in such event shall not exceed One Million Five Hundred Thousa
