2019 Amendment to General Services Agreement, dated December 20, 2019, by and between the Registrant and Bank of America, N.A

EX-10.21 3 cdlxform10-k2019ex1021.htm EXHIBIT 10.21 Exhibit

Exhibit 10.21

2019 Amendment to General

Services Agreement

Supplier Name: Cardlytics, Inc. Master Agreement Number: CW251208

Supplier Address:

675 Ponce de Leon NE

Suite 6000

Atlanta, GA 30308 Amendment Number: CW1417829

Supplier

Telephone: 888 ###-###-#### Effective Date: Upon Execution

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.

Exhibit 10.21

This 2019 Amendment serves to amend the General Services Agreement executed by and between Bank of

America, N.A. (“Bank of America”) and Cardlytics, Inc. (“Supplier”) dated November 5, 2010, as previously amended

by CW967765 on August 16, 2017 and others (the “Agreement”). No terms of the Agreement shall be altered or

negated as a result of this Amendment except as stated herein. Capitalized terms not specifically defined herein

shall have the meaning set forth in the Agreement.

WHEREAS, Bank of America and Supplier entered into the Agreement in order to set forth the terms and conditions

pursuant to which Supplier provides certain Services to Bank of America; and

WHEREAS, the Parties desire to amend the Agreement;

NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:


1.	Notwithstanding anything to the contrary in the Agreement, including without limitation Schedule B of the

Agreement, in [***], the Bank of America Revenue Share Percentage and the Supplier

Revenue Share Percentage for Supplier Secured Merchants as of the National Launch Date shall [***]. This Revenue Share Percentage is [***], and will [***].


2.	Notwithstanding anything to the contrary in the Agreement, including without limitation Schedule B of the

Agreement, and subject to Section 6 of this Amendment, on or [***], Supplier shall make a payment to Bank of America in the amount of [***] by depositing the funds into an account designated by Bank of America. These funds will be used by Bank of America [***].


3.	Notwithstanding anything to the contrary in the Agreement, including without limitation Schedule B of the

Agreement, upon the conclusion of [***] (as dictated by Section 1 of this Amendment).

In the event the [***], Supplier shall [***], by either [***]. By way of example, in the event that Bank of America [***], Supplier shall [***]. By way of another example, in the event that Bank of America [***].


4.	The above-stated Sections of this Amendment are premised on the assumption that the Agreement will remain

in effect throughout the calendar year 2020. In the event that the Agreement does not remain in effect

throughout the calendar year 2020, Supplier and Bank of America shall [***] provided, however, in the event that Supplier [***] pursuant to Section 6 of this Amendment, [***].


5.	Notwithstanding anything to the contrary in the Agreement, (a) beginning on[***], the Revenue

Share Payments shall be paid to Bank of America [***], and (b) beginning [***], the User Incentives shall be paid to Bank of America [***].

In the event that Bank of America is not able to [***], Cardlytics shall have no obligation[***], and Bank of America shall have no rights with respect to same, until [***]. In the event that Bank of America is not able to [***], Cardlytics shall have no obligation to [***], and Bank of America shall have no rights with respect to same, until [***]. In the event that Bank of America does not [***], Cardlytics shall have no obligation to [***], and Bank of America shall have no rights with respect to same, until [***] (or in the event that [***] does not occur before the termination or expiration of the Agreement, Cardlytics shall have no such obligation).



CARDLYTICS, INC.		BANK OF AMERICA N.A.
("Supplier")		("Bank of America")

/s/ David T. Evans	Date: December 20, 2019	/s/ James E. Englehart	Date: December 20, 2019
David T. Evans		James E. Englhart
Chief Financial Officer and Head of Corporate Development		VP, Sr. Procurement Specialist

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.