Loyalty Ventures (LYLTQ) 10-Q 2022 Q2 Quarterly report

Exhibit 10.1

Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****].

LOYALTYONE, CO.

-and-

BANK OF MONTREAL

FIFTH AMENDMENT

TO

AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT

DATED AS OF JULY 4, 2022

FIFTH AMENDMENT TO AMENDED AND RESTATED

PROGRAM PARTICIPATION AGREEMENT

This Fifth Amendmentto theAmended and Restated Program Participation Agreement (this “FifthAmendment”)effective as ofJuly 4, 2022 (the “Agreement Date”) isenteredintobyandbetweenBank of Montreal (“Bank”) andLoyaltyOne, Co. (“LM”),and constitutes anamendmenttoand modification ofthe Amended and Restated Program Participation Agreementdated as ofNovember 1, 2017byand between Bank and LM, as amended(the “Agreement”). BMOand LM are sometimes hereinafter referred tocollectivelyasthe“Parties” andindividuallyas a “Party”.

WHEREAS, Bank and LM have entered into the Agreement, pursuant to which the Bank participates in the AIR MILES Rewards Program operated by LM;and

WHEREAS, Bank issues BankCards to its customers where AIR MILES reward miles can be earned; and,

WHEREAS, the Parties now wish to further amend the Agreement;and,

WHEREAS, capitalizedterms usedand nototherwise defined herein shallhave themeaningsascribed tothemintheAgreements.

NOWTHEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agreetothefollowing:

1. Prior Agreements. The terms of the Agreement and the terms setforthinthis Fifth AmendmentshallasoftheAgreement Date continue to govern the BankCard benefits pursuant to the Agreement.

2. Amendments.

a. The Agreement is hereby amended by deleting Section 8.1(e)(iii) in its entirety and replacing it with the following:

[****]

b. Schedule 8.1(e)(iii) as attached hereto as Exhibit A will be placed directly after Schedule 8.1(e)(ii) in the Agreement.

3. Incorporation of the Agreement. The terms and conditionsofthe Agreementshallcontinueinfullforce andeffect,excepttotheextenttheyare expresslysuperseded or modified byor inconsistentwiththeterms and conditions of this Fifth Amendment,inwhichevent,the Fifth Amendmentshallcontrol.

4. Governing Law. This Fifth Amendment will be interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties must submit to the jurisdiction of the courts of the Province of Ontario.

IN WITNESS WHEREOF this Amendment has been executed by the Parties by their authorized signing officers as of the date first above-mentioned.

LOYALTYONE, CO.

By: /s/ Rachel MacQueen

Name: Rachel MacQueen

Title: SVP, Collector Experience & Marketing

By: /s/ Charles Horn

Name: Charles Horn

Title: Officer

BANK OF MONTREAL

By: /s/ illegible

Name: /s/ illegible

Title: VP – Product, Partnerships & Innovation