Announcement • Sep 11

Cardlytics, Inc. Settles Lawsuit With Amit Jain

Cardlytics, Inc. had previously disclosed in connection with the acquisition of Bridg, Inc. by Cardlytics, Inc. in 2021, the Company assumed certain indemnification obligations to former officers and directors of Bridg pursuant to existing indemnification agreements. On July 9, 2026, Amit Jain, the founder and former Chief Executive Officer and director of Bridg, filed a verified complaint against the Company in the Court of Chancery of the State of Delaware (Case No. 2026-0896-TJF) seeking advancement and indemnification for fees and expenses incurred in connection with the action captioned DailyGobble, Inc. v. Amit Jain, et al., No. 22STCV15317, in the Superior Court of the State of California, which was resolved through a settlement under which Mr. Jain's allocated portion was approximately $5.3 million, and related insurance coverage actions involving Scottsdale Insurance Company. On September 4, 2026, the Company and Mr. Jain entered into a settlement and release agreement, pursuant to which the parties agreed to settle Mr. Jain's claim for an aggregate amount of $6.4 million, consisting of Mr. Jain's allocated portion of the DailyGobble Action settlement and associated costs, plus $1.1 million in satisfaction of legal fees incurred related to the DailyGobble Action. This aggregate settlement amount is consistent with the $6.5 million accrual (comprised of a $5.3 million accrual for the settlement and a $1.2 million accrual for attorney's fees) recorded by the Company as of June 30, 2026, the Company is seeking insurance reimbursement that it believes should apply to this matter. The Settlement Agreement, dated September 4, 2026, is entered into by and among Cardlytics, Inc. and Amit Jain. Cardlytics and Mr. Jain shall each be referred to herein as a Settling Party, and collectively as the Settling Parties. On or before September 4, 2026, Cardlytics shall initiate payment via wire transfer of the aggregate sum of $6,441,649.40, paid in total to Mr. Jain pursuant to payment instructions attached hereto as Exhibit B, consisting of (a) $5,250,000 representing Mr. Jain's portion of the DailyGobble Settlement and associated borrowing costs of $51,663.60, plus (b) $1,139,985.80 in satisfaction of Cardlytics's obligation to pay Michelman's fees incurred in representing Mr. Jain up to the date of this Agreement. Cardlytics agrees to advance Mr. Jain's reasonable attorneys' fees and costs incurred in connection with the Scottsdale Actions and Delaware Action that have accrued through the date of this Agreement, pursuant to and in accordance with the terms of the Indemnification Agreement. Further, Cardlytics agrees to advance Mr. Jain's reasonable attorneys' fees and costs in connection with the Scottsdale Actions, Delaware Action, and the settlement of the DailyGobble Action on a going-forward basis, if any, pursuant to and in accordance with the terms of the Indemnification Agreement and the Fitracks order in the Delaware Action. Mr. Jain agrees to execute such further documents and take such further actions as Cardlytics may reasonably request to effectuate this assignment, including making any filings in the Scottsdale Action to substitute parties or counsel. Mr. Jain agrees that, promptly following the effective assignment of the Scottsdale Actions to Cardlytics pursuant to Section 2.1, he shall dismiss the Implied Covenant Claims. Within two business days of receipt by Mr. Jain of the settlement payment described in Section 1.1, the Settling Parties shall execute and Mr. Jain shall file in the Delaware Action the Stipulation and Proposed Order of Dismissal with Prejudice attached hereto as Exhibit C. The Dismissal with Prejudice filed in the Delaware Action will not preclude Mr. Jain from enforcing his rights to advancement or indemnification under the Indemnification Agreement or Delaware law for anything related to his cooperation in the Scottsdale Actions or the Fitracks order for fees and costs accrued pursuant to Section 1.2. Effective upon Cardlytics's payment of the amount set forth in Section 1.1, Mr. Jain, on behalf of himself and his heirs, executors, administrators, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges Cardlytics, and its current and former officers, directors, employees, agents, affiliates, subsidiaries, parents, successors, and assigns from any and all claims, demands, actions, causes of action, damages, liabilities, judgments, liens, costs, expenses, and attorneys' fees of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, contingent or non-contingent, that Mr. Jain ever had, now has, or may hereafter have against the Cardlytics Released Parties, arising out of or related to the DailyGobble Action, the Scottsdale Actions, or the Delaware Action, including but not limited to any claims for advancement, indemnification, or fees-on-fees under the Indemnification Agreement related to the DailyGobble Action, the Scottsdale Actions, or the Delaware Action provided, however, that this release shall not apply to (a) fees and costs in Section 1.2, (b) any claims for advancement or indemnification in the Scottsdale Actions and Delaware Action on a going-forward basis, if any, pursuant to and in accordance with the terms of the Indemnification Agreement and the Fitracks order in the Delaware Action (c) any claims to enforce the terms of this Agreement, or (d) any rights to advancement or indemnification under the Indemnification Agreement or Delaware law with respect to any future proceedings that are unknown and do not exist as of the date of this Agreement. Effective upon Mr. Jain's dismissal of the Delaware Action pursuant to Section 3.1, Cardlytics, on behalf of itself and its affiliates, subsidiaries, parents, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges Mr. Jain, and his heirs, executors, administrators, successors, and assigns from any and all claims, demands, actions, causes of action, damages, liabilities, judgments, liens, costs, expenses, and attorneys' fees of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, contingent or non-contingent, that Cardlytics ever had, now has, or may hereafter have against the Mr. Jain Released Parties, arising out of or related to the Delaware Action, the DailyGobble Action, or the Scottsdale Actions provided, however, that this release shall not apply to (a) any claims made by Mr. Jain for advancement or indemnification in the Delaware Action on a going-forward basis, if any, pursuant to and in accordance with the terms of the Indemnification Agreement and the Fitracks order in the Delaware Action, or (b) any claims to enforce the terms of this Agreement.

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