Statement of Work Agreement dated as of July 7, 2022 by and between the Registrant and Bank of America, N.A

This Statement of Work (“SOW”) defines the scope of work to be accomplished by Cardlytics, Inc. (“Vendor”) under the terms and conditions of Bank of America Master Agreement Number

CW1649578 (“Agreement”), effective as of the Effective Date as stated above, by and between Bank of America, N.A. (“Company”) and Vendor. The tasks to be performed by Vendor are defined and an estimated schedule is provided. In addition, the responsibilities of Company are listed.

The following are incorporated in and made a part of this SOW:

Changes to this SOW will be processed in accordance with the procedure described in Appendix A. SOW Change Control Procedure.

All capitalized terms used in this SOW not defined in this Section shall have the meanings set forth in the Sections of the Agreement in which they are defined. The meaning of the terms defined in this section shall apply only to this SOW and any Change Orders.

1.“Allowable Expenses” means, for any Measurement Period, the aggregate amount of expenses incurred for the following as approved by Company:

i. [***]

ii. [***]

iii. [***]

2.[***] “Company Referred Content Provider” means a Content Provider that Company referred to Vendor for the purpose of promoting Offers to Users with which Vendor has not had an active relationship or contract within the last [***] months, and which Vendor acknowledges shall serve as a Company Referred Content Provider for the purposes of this SOW.

3.“Content Provider” means a third party that provides Offers to Users, and which Company approves to present to Users, which may be (1) a merchant that desires to provide an Offer for their products or services via Vendor (e.g., a restaurant, a home-improvement store, a CPG brand), or (2) a third-party-content source or aggregator that allows Vendor to display the selected content via Vendor to Company. The Parties acknowledge that Company may engage with a merchant, third-party content source or aggregator that provides offers to Company outside of Vendor and the terms of this SOW. For clarity, any merchant is only considered a “Content Provider” for purposes of the specific offers or content that they provide through Vendor under the Service, and not for purposes of any other content (Offers, services, or products), that the same merchant provides to Company either directly or through any source other than Vendor.

4.“Financial Package” means Vendor provided monthly package detailing activity, payments and collections based on prior month and historical performance.

5.“Measurement Period” means a calendar month.

6.“Offer” means a deal tile that is provided by Vendor and presented to Company Users, and which may include market products, services, coupons, discount offers, and other marketing communications, including without limitation the new advertising campaigns from time to time developed by Vendor. While Offers are provided by Vendor, the Parties acknowledge that Company may source other Offers from third parties outside the terms of this SOW, and said Offers are not within the scope of this SOW. For clarity, any merchant is only considered a “Content Provider” for purposes of the specific offers or content that they provide through Vendor under the Service, and not for purposes of any other content (Offers, services, or products), that the same merchant provides to Company either directly or through any source other than Vendor.

7.“Privacy Partner” means a Company approved trusted third-party such as Equifax, Experian, and Acxiom/Live Ramp that anonymously connects Vendor IDs to IDs provided by other entities

8.“Receivables” means the aggregate amount of Total Revenue billed by Vendor to its Content Providers, net of any Revenue Adjustments, which remains uncollected as of any measurement date.

9.“Receivables Adjustment” means, for purposes of adjusting Total Revenue for the portion not collected by Vendor from its Content Providers, an adjustment calculated by subtracting (x) Receivables on the last day of the current Measurement Period from (y) Receivables on the last day of the preceding Measurement Period. If the Receivables Adjustment is positive, it shall be added to Total Revenue. If the Receivables Adjustment is negative, it will be subtracted from Total Revenue.

10.“Redemption Rate” means the number of Offers redeemed divided by the total number of Offers presented.

11.“Revenue Adjustments” includes invoice credits granted by Vendor to its Content Providers for any of the following and shall be subtracted from Total Revenue: Fee discounts, rebates, adjustments, disputed fee invoices.

12.“Revenue Share Amount” means the amount as calculated below in the Service Payments section below.

13.“Revenue Share Percentage” means the applicable percentage as set forth in the Service Payments section below

14.“Reward Summary Offers” means Offers served in a summary format of all Offers available to the individual User.

15.“Rewards” means the economic value of rewards earned by Users.

16.“Term” shall mean the term of this SOW.

17.“Total Redemptions” means total number of redemptions in a calendar month.

18.“Total Revenue” means the aggregate amount of fees billed by Vendor as applicable to its Content Providers and actually collected during the Measurement Period for advertising, Offer placement, and any other activities directly related to the Service and directly identified with, or allocable to, Users; however, the following are not included in Total Revenue and are not to be any part of Revenue Share: (i) User Incentives, and (ii) any markup amounts or other sums charged or received by other third parties that are not collected by Vendor.

19.“User” means a Company account holder that is served an Offer from Vendor in a calendar month regardless of delivery channel.

20.“User Incentive” means the stated or calculated cash value earned by a User upon redemption of an Offer, based upon the value currency of the Offer, including cash, points, miles, or any other rewards currency offered by Company.

21.“User Incentive Adjustments” means, for any Measurement Period, the aggregate amount of the following:

i.Adjustments to User Incentives awarded in the current or any previous Measurement Period resulting from any of the following:

1.Correction of errors by Vendor in the calculation of any User Incentives.

2.Resolution of User disputes regarding determination of User Incentives.

3.Other adjustments to User Incentives mutually agreed to by Company and Vendor.

1.“User Incentive Amount” means (x) the aggregate amount of User Incentives for a Measurement Period (y) plus or minus, as the case may be, the User Incentive Adjustments.

2.“Vendor OPS” means the Vendor Offer Platform System installed on Company’s servers in Company’s data center.

3.“Vendor TMS” means the Vendor Targeted Marketing System which manages the matching, serving and redemption of Offers

Service Overview: For purposes of this SOW, Vendor will offer the following services to Company (each a “Service” and collectively the “Services”) and will pay Company Revenue Share Amount on such Services as outlined in the Service Payments section:

i.On-Platform Services.

Vendor shall provide Offers via certain Company distribution channels, including Company online banking, mobile applications, and emails offered via Company channels, and in connection with these Offers shall provide analytics, assessments, consumer groupings, insights, market information reports or marketing services (in any such instance, from which individual consumer identities have been removed such that any information is not linked or reasonably linkable to any consumer or household, including via a device or other physical object that is capable of connecting to the Internet, directly or indirectly, or to another device) (“On-Platform Analytics”), to Content Providers incorporating Company data subject to the terms of this SOW and the Agreement (collectively, the “On-Platform Services”).

Additional Service Terms:

Vendor has developed Services that enable Company to target end-users of Company’s debit and credit cards. Activities of Vendor and Company pertaining to the promotion and operation of the Services shall include, but is not limited to, the standard offering of Vendor as it is from time to time revised and enhanced by Vendor, including without limitation those features and services detailed in this SOW and any agreements executed by both parties hereafter.

Vendor shall provide the Services with respect to Offers, including the development of advertising campaigns. Vendor shall be solely responsible for billing and collecting User Incentives and advertising fees from its Content Providers. User incentives and revenue share with respect to Content Providers shall be paid as described below in the Service Payments section.

During the Term, Vendor shall provide a dedicated team to Company consisting of a sufficient number of resources with the appropriate skill set to complete the work necessary to provide the Service. This team will be solely dedicated to Company and will not work on any other Vendor customer.

The Offers will be hosted by Company.

Company will have sole discretion over which Offers to display. Notwithstanding the foregoing, the Parties agree that Company will not have any right to change the specific content or copy within an Offer.

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This SOW shall be in effect from the Effective Date through the Expiration Date indicated on the cover page unless terminated earlier or extended under the terms of the Agreement.

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During the Term the net economic value, where net economic value is calculated as [***], [***] will be [***]

Responsibilities of Vendor are listed below.

Vendor shall provide the following deliverable(s) to Company:

Vendor will develop the systems, technologies, relationships, and training to enable Company to electronically accept and process Offers through the Vendor TMS. This process will involve linking the Vendor TMS to Company and installing Vendor OPS on Company’s servers in Company’s data center.

Vendor will operate and manage the On-Platform Services to and for Company and its Content Providers, which Services will take the following form and also as may be further described in this and other schedules:

i.Vendor is responsible for the design, development, maintenance, and on-going enhancement of the Vendor TMS.

ii.Company acknowledges Vendor utilizes sales materials where Company marks are included in efforts to secure Content Providers. All materials that include Company marks must be pre-approved by Company. These materials may be approved in template form. Authorized templates are required to be approved at a minimum annually. Any changes to authorized templates must be approved in advance of use.

iii.Vendor will form relationships with its Content Providers and obtain and publish Offers available for Users to Company.

22.Vendor will develop [***] seasonal concepts throughout the year such as spring home improvement, back-to-school, and summer vacation planning

23.Vendor will provide real time messaging capabilities and enhance such capabilities to allow Company to deliver ‘missed reward’ notifications.

24.Subject to Company providing the relevant User identification information, Vendor will ensure a minimum amount of content is aspirational in nature for the relevant User segment as outlined below. Aspirational content means content from Content Providers that is reasonably considered to be desirable to the relevant customer segment (e.g., Brooks Brothers for Preferred or Office Depot for Small Business).

iv.Vendor will be solely responsible for setting ad pricing with its Content Providers pursuant to separate agreements between Vendor and its Content Providers that shall not be considered beneficiaries of this SOW.

v.Vendor will operate the Vendor TMS so that it enables its Content Providers to manage market campaigns. Vendor or Content Providers will build advertising campaigns that target Users with particular spend behaviors based on then-current Company Offer approval guidelines.

vi.Vendor will screen its Content Providers’ Offers to ensure that they meet Company media and message standards. Vendor will also conduct ongoing monitoring of its Content Providers for any developments that may result in reputational, regulatory, or other risks to Company or Company Users, and will take all necessary action to mitigate any such risks detected, including immediate notification to Company of the risk identified. Company will have the ability to control Content Provider advertising campaigns in the following manner:

25.Company can eliminate any Content Provider or category of Content Providers from placing Offers to Company. These exclusions will be identified by Company before launching the Vendor Service and will be excluded forever unless Company requests changes, additions, or deletions from the Content Provider exclusions.

26.Company will have access to a review queue where they can preview all Offers that are scheduled to be published to Company. Offers will be in the review queue until Company has approved such offers. Company will make reasonable efforts to approve or disapprove offers within [***] unless mutually agreed between Company and Vendor. Company has the right to veto any Content Provider or Offer for any reason. Publishing of Offers without Company approval shall be considered a breach of this SOW.

vii.Vendor will install and assist Company in operating the Vendor OPS that will be hosted with Company’s data center.

viii.Vendor will provide technology support to Company for problems arising solely out of the Vendor TMS.

ix.Vendor will provide dedicated client management support to Company.

x.Vendor will receive from Company and review and resolve relevant customer care tickets for customer payment inquiries.

xi.Vendor will provide integration work and training on the Vendor TMS as necessary for activities under this SOW.

xii.Vendor will continue to enhance the Vendor TMS to extend value to Company and create additional earnings for Company.

Vendor shall provide Company reports in a manner approved by Company on the Company/Vendor Program that include but are not limited to the list below and the information set forth in APPENDIX D. Vendor Reports and Data Fields. The reports provided by Vendor to Company will be [***] Further, upon request by Company, Vendor shall provide Company with [***]. Any changes to the reporting content, schedule, or format must be pre-approved by Company in writing.

The parties shall work together to reach an agreed-upon plan regarding Company’s utilization of Offer details and targeting data for the Offers Vendor provides Company, so that Company can facilitate the presentation of Offers in personalized placements, by [***]. As part of this agreement, Company and Vendor shall mutually determine applicable technical and functional requirements, usage details, and other applicable matters.

Upon the delivery of the data, Company shall be solely authorized to use this data to facilitate the presentation of Offers in personalized placements and this data shall not be shared with any third parties. Any presentation of offers utilizing this data shall meet Vendor’s program and data requirements, such that Vendor can manage these Offers, and meet its obligations to Content Providers, in the same way that it manages Offers in connection with the On-Platform Services.

As stated in the Agreement

Responsibilities of Company are listed below.

Company will:

•    Obtain any necessary information required for initial testing and integration.

•    Maintain Vendor OPS in the Company’s data center including physical installation, networking, web server configuration and security.

•    On a [***] basis, send to the Vendor OPS a list of transactions and account information for Users.

•    On a [***] basis, enable Vendor to provide Company with the amount of rewards earned by each User. Company will credit the rewards to each account.

•    On a [***] basis, enable Vendor to reimburse Company for the rewards earned by each User.

•    Perform the tasks required to display Offers to Users on electronic statements.

•    Ensure cardholder terms and conditions allow Company to offer the Vendor Service.

•    Provide Level 1 Customer support

•    Provide assistance and cooperation in the design and preparation of the product display and provide resources to enable the product design and look and feel in the website and computer system of Company operating the Service.

•    Provide the computers and other hardware that is determined to be appropriate for the operation of the Vendor TMS in the data centers of Company in accordance with the scope and specifications in the plan created and agreed to by Vendor and Company.

•    Provide the personnel, hardware and software resources required to support the operation of the Vendor OPS and Services, including without limitation technology and operations support, database management and customer support.

Vendor shall protect against inaccurate redemptions by approving those with certain criteria. Vendor shall hold and review redemptions that meet any of the following:

1.Duplicates

a.REASON: To guard against technical issues. This flag is in place in case a customer loads a transaction file twice.

2.Statistical Deviation

a.REASON: Operations control to ensure campaigns are configured correctly.

3.High Priority

b.REASON: Operations control to ensure all redemptions are reviewed and investigated following the initial launch of a high priority/important campaign. This is an additional safeguard to guarantee Vendor delivers correct results from the campaigns.

i.Set at the discretion of the merchant services team based on priority of merchant relationship.

Performance Requirements: The Parties acknowledge that Vendor’s ability to meet its performance obligations under the Agreement is dependent on Company operational performance. The Parties agree to document such performance goals and meet regularly to discuss, update and resolve any concerns.

The Parties contemplate continuing user interface updates and annual projects related to the development of system and product improvements throughout the Term. As such, the Parties agree to reasonably cooperate and agree on finalizing such improvements and projects along with any corresponding Vendor funded development expenses.

The Designated Contacts for this SOW are listed below. If Vendor’s Designated Contact changes during the Term, Vendor shall notify Company immediately.

Vendor shall prepare the Financial Package as set forth in the Agreement and make payments as described in the Service Payments section of this Agreement.