EX-10.3




 Exhibit 10.3 

CARDLYTICS, INC. 

2018 EMPLOYEE STOCK PURCHASE PLAN 

ADOPTED BY THE BOARD OF DIRECTORS:
JANUARY 26, 2018 
 APPROVED BY THE STOCKHOLDERS:
JANUARY 26, 2018 
  

	1.	GENERAL; PURPOSE. 

 (a) The Plan provides a means by
which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an
Employee Stock Purchase Plan. 
 (b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and
retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. 
  

	2.	ADMINISTRATION. 

 (a) The Board will administer the Plan unless and
until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c). 
 (b) The Board
will have the power, subject to, and within the limitations of, the express provisions of the Plan: 
 (i) To determine how and when
Purchase Rights will be granted and the provisions of each Offering (which need not be identical). 
 (ii) To designate from time to
time which Related Corporations of the Company will be eligible to participate in the Plan. 
 (iii) To construe and interpret the
Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it
deems necessary or expedient to make the Plan fully effective. 
 (iv) To settle all controversies regarding the Plan and Purchase
Rights granted under the Plan. 
 (v) To suspend or terminate the Plan at any time as provided in Section 12. 

(vi) To amend the Plan at any time as provided in Section 12. 








 (vii) Generally, to exercise such powers and to perform such acts as it deems necessary or
expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan. 

(viii) To adopt such rules, procedures and sub-plans relating to the operation and
administration of the Plan as are necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United
States. 
 (c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is
delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the
Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or
not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. 

(d) All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person
and will be final, binding and conclusive on all persons. 
  

	3.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN. 


(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock
that may be issued under the Plan will not exceed 375,000 shares of Common Stock, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of
up to ten years, commencing on the first January 1 following the year in which the IPO Date occurs and ending on (and including) January 1, 2028, in an amount equal to the lesser of (i) 1% of the total number of shares of Capital Stock
outstanding on December 31st of the preceding calendar year, and (ii) 500,000 shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year
to provide that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares
of Common Stock than would otherwise occur pursuant to the preceding sentence. 
 (b) If any Purchase Right granted under the Plan
terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. 

(c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company on the open market. 

  
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	4.	GRANT OF PURCHASE RIGHTS; OFFERING. 


(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering
(consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and will comply with the
requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the
Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive. 

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms
delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have
identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised. 

(c) The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first
Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first
Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period. 

 

	5.	ELIGIBILITY. 

 (a) Purchase Rights may be granted only to Employees
of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the
Offering Date, the Employee has been in the employ of the Company or the Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of
continuous employment be equal to or greater than two years. In addition, the Board may (unless prohibited by law) provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such
Employee’s customary employment with the Company or the Related Corporation is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the
Code. The Board may also exclude from participation in the Plan or any Offering Employees who are “highly compensated employees” (within the meaning of Section 414(q) of the Code) of the Company or a Related Corporation or a subset of
such highly compensated employees. 

  
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 (b) The Board may provide that each person who, during the course of an Offering, first
becomes an Eligible Employee will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase
Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that: 

(i) the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes,
including determination of the exercise price of such Purchase Right; 
 (ii) the period of the Offering with respect to such Purchase
Right will begin on its Offering Date and end coincident with the end of such Offering; and 
 (iii) the Board may provide that if
such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering. 

(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the
Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee. 

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase
Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which, when aggregated, exceeds US $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each
calendar year in which such rights are outstanding at any time. 
 (e) Officers of the Company and any designated Related Corporation,
if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by law) provide in an Offering that Employees who are highly compensated Employees
within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate. 
  

	6.	PURCHASE RIGHTS; PURCHASE PRICE. 


(a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to
purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding 15% of such Employee’s earnings (as defined by the Board in
each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering. 

  
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 (b) The Board will establish one or more Purchase Dates during an Offering on which
Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering. 

(c) In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that
may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate
number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed
any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock (rounded down to the nearest whole share)
available will be made in as nearly a uniform manner as will be practicable and equitable. 
 (d) The purchase price of shares of
Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of: 
 (i) an amount equal to 85% of the Fair
Market Value of the shares of Common Stock on the Offering Date; or 
 (ii) an amount equal to 85% of the Fair Market Value of the
shares of Common Stock on the applicable Purchase Date. 
  

	7.	PARTICIPATION; WITHDRAWAL; TERMINATION. 


(a) An Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions
by completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board.
Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable law or regulations requires that Contributions be
deposited with a third party. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering
but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions.
If required under applicable law or regulations or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through the payment by cash, check or wire
transfer prior to a Purchase Date. 

  
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 (b) During an Offering, a Participant may cease making Contributions and withdraw from the
Offering by delivering to the Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately
terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s
withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings. 

(c) Unless otherwise required by applicable law or regulations, Purchase Rights granted pursuant to any Offering under the Plan will
terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. The
Company will distribute as soon as practicable to such individual all of his or her accumulated but unused Contributions. 
 (d)
During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company,
by a beneficiary designation as described in Section 10. 
 (e) Unless otherwise specified in the Offering or required by
applicable law or regulations, the Company will have no obligation to pay interest on Contributions. 
  

	8.	EXERCISE OF PURCHASE RIGHTS. 


(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock,
up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering. 

(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after
the purchase of shares of Common Stock on the final Purchase Date of an Offering, then such remaining amount will not roll over to the next Offering and will instead be distributed in full to such Participant after the final Purchase Date of such
Offering without interest (unless otherwise required by applicable law or regulations). 
 (c) No Purchase Rights may be exercised to
any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable federal, state,
foreign and other securities and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the
Purchase Date 

  
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will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be
more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all applicable laws and regulations, no
Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest. 
  

	9.	COVENANTS OF THE COMPANY. 


The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company determines, in its sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If,
after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially
reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights. 

 

	10.	DESIGNATION OF BENEFICIARY. 

 (a) The
Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before
such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the
Company. 
 (b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of
Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares
of Common Stock and/or Contributions, without interest, to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

 

	11.	ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS. 


(a) In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and
maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es)
and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The
Board will make these adjustments, and its determination will be final, binding and conclusive. 

  
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 (b) In the event of a Corporate Transaction, then: (i) any surviving corporation or
acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders
in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such
Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock (rounded down to the nearest whole share) within ten business days prior to the Corporate Transaction under the outstanding
Purchase Rights, and the Purchase Rights will terminate immediately after such purchase. 
  

	12.	AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN. 


(a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in
Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable law, regulations or listing requirements. 

(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated. 
 (c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase
Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted,
(ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder
relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain favorable
tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements
of Section 423 of the Code. 
  

	13.	EFFECTIVE DATE OF PLAN. 

 The
Plan will become effective immediately prior to and contingent upon the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or
after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board. 
  

	14.	MISCELLANEOUS PROVISIONS. 

 (a) Proceeds from the
sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company. 
 (b) A Participant will not
be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are
recorded in the books of the Company (or its transfer agent). 

  
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 (c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or
in the Offering will in any way alter the at will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a
Related Corporation, or on the part of the Company or a Related Corporation to continue the employment of a Participant. 
 (d) The
provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules. 

(e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other
provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted. 
 (f) If any
provision of the Plan does not comply with applicable law or regulations, such provision shall be construed in such a manner as to comply with applicable law or regulations. 

15. DEFINITIONS. 
 As used
in the Plan, the following definitions will apply to the capitalized terms indicated below: 
 (a) “Board”
means the Board of Directors of the Company. 
 (b) “Capital Stock” means each and every class of
common stock of the Company, regardless of the number of votes per share. 
 (c) “Capitalization Adjustment”
means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company
through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the
conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment. 
 (d)
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. 

(e) “Committee” means a committee of one or more members of the Board to whom authority has been
delegated by the Board in accordance with Section 2(c). 

  
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 (f) “Common Stock” means, as of the IPO Date, the common stock of
the Company, having one vote per share. 
 (g) “Company” means Cardlytics, Inc., a Delaware corporation. 

(h) “Contributions” means the payroll deductions and other additional payments specifically provided for in the
Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had
the maximum permitted amount withheld during the Offering through payroll deductions. 
 (i) “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: 

(i) a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the
consolidated assets of the Company and its Subsidiaries; 
 (ii) a sale or other disposition of more than 50% of the outstanding
securities of the Company; 
 (iii) a merger, consolidation or similar transaction following which the Company is not the surviving
corporation; or 
 (iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but
the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of
securities, cash or otherwise. 
 (j) “Director” means a member of the Board. 

(k) “Eligible Employee” means an Employee who meets the requirements set forth in the document(s)
governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan. 

(l) “Employee” means any person, including an Officer or Director, who is “employed” for
purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of
the Plan. 
 (m) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be
options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 
 (n)
“Exchange Act” means the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder. 

  
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 (o) “Fair Market Value” means, as of any date, the value of the
Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established stock exchange or traded on any
established market, the Fair Market Value of a share of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date
of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing
sales price on the last preceding date for which such quotation exists. 
 (ii) In the absence of such markets for the Common Stock,
the Fair Market Value will be determined by the Board in good faith in compliance with applicable laws and regulations and in a manner that complies with Sections 409A of the Code 

(iii) Notwithstanding the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common
Stock on the Offering Date will be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in the final prospectus for that initial public offering. 

(p) “IPO Date” means the date of the underwriting agreement between the Company and the underwriters
managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering. 

(q) “Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those
Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering. 

(r) “Offering Date” means a date selected by the Board for an Offering to commence. 

(s) “Officer” means a person who is an officer of the Company or a Related Corporation within the
meaning of Section 16 of the Exchange Act. 
 (t) “Participant” means an Eligible Employee who
holds an outstanding Purchase Right. 
 (u) “Plan” means this Cardlytics, Inc. 2018 Employee Stock
Purchase Plan. 
 (v) “Purchase Date” means one or more dates during an Offering selected by the Board
on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering. 

(w) “Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering
Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods. 

  
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 (x) “Purchase Right” means an option to purchase shares of
Common Stock granted pursuant to the Plan. 
 (y) “Related Corporation” means any “parent
corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 

(z) “Securities Act” means the Securities Act of 1933, as amended. 

(aa) “Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock
are listed, including but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for trading. 

  
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