10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-36331

Quotient Technology Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0485123
(State or Other Jurisdiction of  Incorporation or Organization)	(I.R.S. Employer Identification No.)
1260 East Stringham Avenue, 6th Floor, Salt Lake City, UT	84106
(Address of Principal Executive Offices)	(Zip Code)

	(650)	605-4600
(Registrant’s Telephone Number, Including Area Code)
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value	QUOT	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

    Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

    Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of August 4, 2022, the registrant had 96,388,540 shares of common stock outstanding.

QUOTIENT TECHNOLOGY INC.

INDEX

REPORT ON

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2022

PART I FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited):	4
Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	4
Condensed Consolidated Statements of Operations for the Three and Six months ended June 30, 2022 and 2021	5
Condensed Consolidated Statements of Comprehensive Loss for the Three and Six months ended June 30, 2022 and 2021	6
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six months ended June 30, 2022 and 2021	7
Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, 2022 and 2021	8
Notes to Condensed Consolidated Financial Statements	9
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3 Quantitative and Qualitative Disclosures About Market Risk	47
Item 4 Controls and Procedures	47
PART II OTHER INFORMATION
Item 1—Legal Proceedings	48
Item 1A—Risk Factors	50
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds	90
Item 3—Defaults Upon Senior Securities	90
Item 4—Mine Safety Disclosures	90
Item 5—Other Information	90
Item 6—Exhibits	91
SIGNATURES	93

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PART I - FINANCIAL INFORMATION

Item 1.         Financial Statements.

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	June 30, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	214,942	$	237,417
Accounts receivable, net of allowance for credit losses of $3,715 and $2,500 at    June 30, 2022 and December 31, 2021, respectively	97,078		177,216
Prepaid expenses and other current assets	21,227		19,312
Total current assets	333,247		433,945
Property and equipment, net	23,096		22,660
Operating lease right-of-use assets	16,230		23,874
Intangible assets, net	7,781		13,003
Goodwill	128,427		128,427
Other assets	11,904		13,571
Total assets	$	520,685	$	635,480
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	28,062	$	18,021
Accrued compensation and benefits	14,007		20,223
Other current liabilities	58,450		95,279
Deferred revenues	19,036		26,778
Contingent consideration related to acquisitions	—		22,275
Convertible senior notes, net	199,611		188,786
Total current liabilities	319,166		371,362
Operating lease liabilities	24,075		26,903
Other non-current liabilities	475		522
Deferred tax liabilities	1,991		1,991
Total liabilities	345,707		400,778
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.00001 par value—10,000,000 shares authorized; 250,000  shares designated as Series A Junior Participating Preferred Stock; and no shares    issued or outstanding at June 30, 2022 and December 31, 2021	—		—
Common stock, $0.00001 par value—250,000,000 shares authorized; 96,264,693    and 94,779,442 shares issued and outstanding at June 30, 2022 and    December 31, 2021, respectively	1		1
Additional paid-in capital	703,228		731,672
Accumulated other comprehensive loss	(1,448)		(1,099)
Accumulated deficit	(526,803)		(495,872)
Total stockholders’ equity	174,978		234,702
Total liabilities and stockholders’ equity	$	520,685	$	635,480

See Accompanying Notes to Condensed Consolidated Financial Statements

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QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues	$	69,251	$	123,880	$	147,707	$	239,196
Cost of revenues	37,267		82,161		86,345		154,145
Gross profit	31,984		41,719		61,362		85,051
Operating expenses:
Sales and marketing	21,459		28,467		43,395		55,832
Research and development	7,072		11,411		16,828		23,467
General and administrative	42,869		15,009		65,577		27,842
Change in fair value of contingent consideration	—		242		—		527
Total operating expenses	71,400		55,129		125,800		107,668
Loss from operations	(39,416)		(13,410)		(64,438)		(22,617)
Interest expense	(1,179)		(3,767)		(2,333)		(7,497)
Other income (expense), net	(417)		194		(381)		(34)
Loss before income taxes	(41,012)		(16,983)		(67,152)		(30,148)
Provision for income taxes	2,346		218		2,512		467
Net loss	$	(43,358)	$	(17,201)	$	(69,664)	$	(30,615)
Net loss per share, basic and diluted	$	(0.45)	$	(0.18)	$	(0.73)	$	(0.33)
Weighted-average number of common shares used in computing net loss per share, basic and diluted	95,369		93,645		95,148		93,038

See Accompanying Notes to Condensed Consolidated Financial Statements

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QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net loss	$	(43,358)	$	(17,201)	$	(69,664)	$	(30,615)
Other comprehensive income (loss):
Foreign currency translation adjustments	(235)		(90)		(349)		(104)
Comprehensive loss	$	(43,593)	$	(17,291)	$	(70,013)	$	(30,719)

See Accompanying Notes to Condensed Consolidated Financial Statements

6

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Total stockholders' equity, beginning balances	$	202,900	$	250,569	$	234,702	$	247,029
Common stock and additional paid-in capital:
Beginning balances	$	687,558	$	715,301	$	731,673	$	698,333
Cumulative-effect adjustment due to adoption of ASU 2020-06	—		—		(49,090)		—
Stock-based compensation	17,378		6,635		23,322		12,556
Exercise of employee stock options	—		128		—		13,198
Issuance of common stock for services provided	—		—				223
Issuance of common stock, purchase plan	824		1,596		824		1,596
Payments for taxes related to net share settlement of equity awards	(2,531)		(1,864)		(3,500)		(4,110)
Ending balance	$	703,229	$	721,796	$	703,229	$	721,796
Accumulated other comprehensive loss:
Beginning balances	$	(1,213)	$	(1,015)	$	(1,099)	$	(1,001)
Other comprehensive loss	(235)		(90)		(349)		(104)
Ending balance	$	(1,448)	$	(1,105)	$	(1,448)	$	(1,105)
Accumulated deficit:
Beginning balances	$	(483,445)	$	(463,718)	$	(495,872)	$	(450,304)
Cumulative-effect adjustment due to adoption of ASU 2020-06	—		—		38,733		—
Net loss	(43,358)		(17,201)		(69,664)		(30,615)
Ending balance	$	(526,803)	$	(480,919)	$	(526,803)	$	(480,919)
Total stockholders' equity, ending balances	$	174,978	$	239,772	$	174,978	$	239,772

See Accompanying Notes to Condensed Consolidated Financial Statements

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QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(69,664)	$	(30,615)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	9,231		17,138
Stock-based compensation	22,869		12,384
Impairment of long-lived and right-of-use assets	11,448		—
Impairment of promotion service right	—		2,580
Amortization of debt discount and issuance cost	548		5,731
Allowance (recovery) for credit losses	1,222		(13)
Deferred income taxes	—		467
Change in fair value of contingent consideration	—		527
Other non-cash expenses	3,368		1,906
Changes in operating assets and liabilities:
Accounts receivable	78,915		3,431
Prepaid expenses and other assets	(2,031)		2,467
Accounts payable and other liabilities	(28,944)		(1,670)
Payments for contingent consideration and bonuses	(19,008)		(2,901)
Accrued compensation and benefits	(6,283)		119
Deferred revenues	(7,741)		5,950
Net cash (used in) provided by operating activities	(6,070)		17,501
Cash flows from investing activities:
Purchases of property and equipment	(8,161)		(6,426)
Net cash used in investing activities	(8,161)		(6,426)
Cash flows from financing activities:
Proceeds from issuances of common stock under stock plans	824		14,794
Payments for taxes related to net share settlement of equity awards	(3,499)		(4,110)
Principal payments on promissory note and finance lease obligations	(98)		(167)
Payments for contingent consideration	(5,686)		(6,121)
Net cash (used in) provided by financing activities	(8,459)		4,396
Effect of exchange rates on cash and cash equivalents	215		76
Net (decrease) increase in cash and cash equivalents	(22,475)		15,547
Cash and cash equivalents at beginning of period	237,417		222,752
Cash and cash equivalents at end of period	$	214,942	$	238,299
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	4,707	$	114
Cash paid for interest	$	1,760	$	1,766
Supplemental disclosures of noncash investing and financing activities:
Fixed asset purchases not yet paid	$	1,590	$	548

See Accompanying Notes to Condensed Consolidated Financial Statements

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QUOTIENT TECHNOLOGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

Quotient Technology Inc. (together with its subsidiaries, the “Company” or "Quotient"), is an industry leading digital media and promotions technology company that powers cohesive omnichannel brand-building and sales-driving marketing campaigns for advertisers and retailers to influence purchasing decisions throughout a shopper's path to purchase. These marketing campaigns are planned, delivered and measured using our technology platforms and data analytics tool. The Company's network includes the digital properties of retail partners and advertiser customers (also known as consumer packaged goods ("CPG") manufacturers or brands), social media platforms, its consumer brands Coupons.com and Shopmium and digital out-of-home ("DOOH") properties. This network provides the Company with proprietary and licensed data, including retailers’ in-store point-of-sale ("POS") shopper data, purchase intent and online behavior, and location intelligence. With such data powering its platforms, customers and partners use Quotient to leverage consumer data and insights, engage consumers via digital channels, and integrate marketing and merchandising programs to drive measurable sales results and consumer engagement.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 1, 2022, as amended by its subsequent Form 10-K/A, Amendment No. 1, filed on April 29, 2022 (collectively, "Annual Report on Form 10-K").

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022 or for any other period.

There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K, that have had a material impact on its condensed consolidated financial statements and related notes.

Liquidity

The Company has financed its operations and capital expenditures through cash flows from operation as well as from the proceeds of the issuance of convertible senior notes in 2017. As of June 30, 2022 its principal source of liquidity was cash and cash equivalents of $214.9 million, which was held for working capital purposes. The Company's cash equivalents are comprised primarily of money market funds.

In November 2017, the Company issued $200.0 million aggregate principal amount of 1.75% convertible senior notes due December 1, 2022 (the "Maturity Date") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the “Notes”). Refer to Note 8 for further details related to the Notes. Management's plan is to refinance the Notes prior to the Maturity Date. If the Notes are not refinanced prior to the Maturity Date, the Company may not have the ability to meet its obligations as they become due. The Company has engaged in, and continues to engage in, discussions with potential lenders toward the goal of refinancing the Notes. To the extent that current and anticipated future sources of liquidity are insufficient to fund the Company’s future business activities and requirements, the Company may be required to seek additional

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equity or debt financing. In the event that future additional financing is required from outside sources beyond those levels currently contemplated, the Company may not be able to raise funding on terms acceptable to it or at all.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, restructuring accruals, legal contingencies, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"). The guidance simplifies an issuer's accounting for convertible debt instruments and its application of the derivatives scope exception for contracts in its own entity. The guidance eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. The Company adopted this standard effective January 1, 2022 using the modified retrospective approach. Therefore, the condensed consolidated financial statements for the three and six months ended June 30, 2022 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy.

In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment of $38.7 million to retained earnings on the Company’s condensed consolidated balance sheet as of January 1, 2022. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $50.7 million and issuance costs of $1.6 million from additional paid-in-capital to convertible senior notes, net on the Company’s condensed consolidated balance sheet as of January 1, 2022. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since the bifurcation of the instrument into two units of account is no longer required under the new standard. Under the new guidance, the Company will no longer incur interest expense related to the accretion of the debt discount associated with the embedded conversion option. The Company will use the if-converted method to calculate diluted earnings-per-share (EPS). If the Company makes an irrevocable election to settle the principal of the convertible senior notes in cash and the excess conversion spread in shares, the if-converted method will result in a reduced number of shares issued to reflect only the excess conversion. Since the Company had a net loss for the three and six months ended June 30, 2022, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06.

Revenue Recognition

The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

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•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company provides digital promotions, including digital coupons, and/or media programs to its customers, which consist of advertisers, retail partners and advertising agencies. The Company uses its proprietary technology platforms to create, target, deliver and analyze these programs for customers. The Company typically generates revenue, derived from customer use of these programs, on a cost-per-click, cost-per-impression, or cost-per-acquisition basis, and customers are typically billed monthly. Duration-based campaigns are generally billed prior to campaign launch.

The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumer's action of activating a digital promotion through the Company’s proprietary technology platforms by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur.

The Company also has a duration-based National Promotions offering, as part of its National Promotion business. This offering provides advertisers access to the Company’s proprietary platforms for a specific period of time (the campaign period) in exchange for a fixed fee. The Company provides a single service consisting of making the advertiser’s promotions available for use on its network each day during the campaign period, which generally is between seven and twenty-eight days. The Company has a stand-ready performance obligation that is satisfied over time; therefore, the Company recognizes revenue ratably over the campaign period.

The Company’s media programs enable advertisers and retailers to distribute digital media to promote their brands and products on its retailers’ websites and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites.  

Gross Versus Net Revenue Reporting

In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., reporting revenues on a gross basis) or agent (i.e., reporting revenues on a net basis). The Company typically reports digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis; that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, by its being the party primarily responsible to its customers, and by its having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these.

In other cases (e.g., sponsored search and DOOH offerings), the Company reports revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on real-time digital advertising inventory, use of data, and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it is an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices.

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The Company also offers retailer-specific promotion and media campaign solutions (either, or both, also known as "shopper" offerings). The Company has determined that it is an agent in these arrangements as the customer (i.e., the retailer) controls the delivery of shopper promotion and media programs on its website and sets the pricing. The Company’s obligation in these arrangements is to provide use of its platforms to the retailers. The retailer determines how shopper promotions and media programs are executed through the Company’s platforms. Under these arrangements, the Company reports revenue on a net basis.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling-price basis. The Company determines its best estimate of standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and the characteristics of targeted customers.

Deferred Revenues

Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or upon delivery of media impressions, or upon campaign duration, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The decrease of $7.7 million in the deferred revenue balance for the six months ended June 30, 2022 is due to $31.7 million of recognized revenue, partially offset by cash payments of $24.0 million received or due in advance of satisfying the Company’s performance obligations, including $3.0 million which the Company determined should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods.

The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States.

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Promotion	$	42,605	$	59,576	$	92,767	$	129,190
Media	26,646		64,304		54,940		110,006
Total Revenue	$	69,251	$	123,880	$	147,707	$	239,196

 Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed.

Sales Commissions

The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded in sales and marketing expenses within the condensed consolidated statements of operations.

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3. Fair Value Measurements

The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands):

	June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	105,118	—		—		$	105,118
Total	$	105,118	$	—	$	—	$	105,118
Liabilities:
Contingent consideration related to acquisitions	—		—		—		—
Total	$	—	$	—	$	—	$	—

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	105,004	—		—		$	105,004
Total	$	105,004	$	—	$	—	$	105,004
Liabilities:
Contingent consideration related to acquisitions	—		—		22,275		22,275
Total	$	—	$	—	$	22,275	$	22,275

The valuation technique used to measure the fair value of money market funds includes using quoted prices in active markets. The money market funds have a fixed net asset value of $1.0.

The contingent consideration relates to the acquisitions of Elevaate Ltd. (“Elevaate”) and Ubimo Ltd. (“Ubimo”). The fair values of contingent consideration are based on the expected achievement of certain revenue targets as defined under the acquisition agreements and were estimated using an option pricing method with significant inputs that are not observable in the market, thus classified as a Level 3 instrument. The inputs included the expected achievement of certain financial metrics over the contingent consideration period, volatility and discount rate. The fair value of the contingent consideration is classified as a liability and is re-measured each reporting period. Refer to Note 6 for further details related to the acquisitions.

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The following table represents the change in the contingent consideration (in thousands):

	Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
	Ubimo		Elevaate		Ubimo		Elevaate
	Level 3		Level 3		Level 3		Level 3
Balance at the beginning of period	$	—	$	—	$	22,275	$	—
Change in fair value during the period	—		—		—		—
Payments made during the period	—		—		(22,275)		—
Total	$	—	$	—	$	—	$	—

	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	Ubimo		Elevaate		Ubimo		Elevaate
	Level 3		Level 3		Level 3		Level 3
Balance at the beginning of period	$	21,168	$	8,571	$	20,930	$	8,524
Change in fair value during the period	242		—		480		47
Payments made during the period	—		(8,571)		—		(8,571)
Total	$	21,410	$	—	$	21,410	$	—

The Company recorded a charge of zero during the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively, for the re-measurement of the fair values of contingent consideration related to acquisitions, as a component of operating expenses in the accompanying condensed consolidated statements of operations.

During the six months ended June 30, 2022, the Company paid $22.3 million related to Ubimo's achievement of financial metrics subject to contingent consideration during the measurement period ending December 31, 2021, and as a result, no liability existed as of June 30, 2022. Out of the total consideration paid, $5.7 million was originally measured and recorded on the acquisition date, and $16.6 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the condensed consolidated statements of operations.

Fair Value Measurements of Other Financial Instruments

As of June 30, 2022 and December 31, 2021, the fair value of the Company’s 1.75% convertible senior notes due 2022 was $191.6 million and $193.8 million, respectively. The fair value was determined based on a quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period. Accordingly, these convertible senior notes are classified within Level 2 in the fair value hierarchy. Refer to Note 8 for additional information related to the Company’s convertible debt.

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4. Allowance for Credit Losses  

The summary of activity in the allowance for credit losses is as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Balance at the beginning of period	$	2,106	$	1,947	$	2,500	$	2,070
Provision for expected credit losses	1,736		392		1,856		585
Write-offs charged against the allowance, net of recoveries	(127)		(377)		(641)		(693)
Balance at the end of period	$	3,715	$	1,962	$	3,715	$	1,962

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5. Balance Sheet Components

Property and Equipment, Net

Property and equipment consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Software	$	62,170	$	51,093
Computer equipment	24,324		23,696
Leasehold improvements	5,759		8,362
Furniture and fixtures	2,279		2,552
Total	94,532		85,703
Accumulated depreciation and amortization	(71,515)		(68,052)
Projects in process	79		5,009
Total property and equipment, net	$	23,096	$	22,660

Depreciation and amortization expense related to property and equipment was $2.1 million and $4.0 million for the three and six months ended June 30, 2022, respectively, and $1.5 million and $3.5 million for the three and six months ended June 30, 2021, respectively.

The Company capitalized internal use software development and enhancement costs of $5.7 million and $8.2 million during the three and six months ended June 30, 2022, respectively, and $2.1 million and $4.4 million during the three and six months ended June 30, 2021, respectively. During the three and six months ended June 30, 2022, the Company had $1.3 million and $2.3 million, respectively, and $0.7 million and $1.8 million during the three and six months ended June 30, 2021, respectively, in amortization expense related to internal use software, which is included in property and equipment depreciation and amortization expense, and which is recorded as cost of revenues. Once the software is placed into service, the asset is included in software within "property and equipment, net". The unamortized capitalized development costs were $16.0 million and $11.6 million as of June 30, 2022 and December 31, 2021, respectively.

During the second quarter of 2022, the Company performed an interim assessment of its long-lived assets to determine if any indicators of impairment existed. In performing its assessment, the Company determined that there were changes in circumstances that indicated that the carrying amount of a long-lived asset group was not recoverable. During the three and six months ended June 30, 2022, the Company recorded an impairment charge of $1.4 million related to capitalized software.

Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Bonus	$	4,956	$	9,045
Payroll and related expenses	4,893		4,253
Commissions	2,918		5,838
Vacation	1,240		1,087
Total accrued compensation and benefits	$	14,007	$	20,223

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Other Current Liabilities  

Other current liabilities consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Distribution fees	$	23,609	$	46,313
Operating lease liabilities	5,709		4,935
Traffic acquisition cost	4,937		12,033
Liability related to litigation settlements	4,750		—
Prefunded liability	3,606		4,782
Rebate liability	1,439		2,444
Interest payable	292		292
Marketing expenses	94		636
Deferred cost related to a retailer agreement	—		8,000
Other	14,014		15,844
Total other current liabilities	$	58,450	$	95,279

6. Acquisitions

Acquisition of Ubimo

On November 19, 2019, the Company acquired all outstanding shares of Ubimo, a leading data and media activation company.

The total acquisition consideration of $20.7 million consisted of $15.0 million in cash and contingent consideration of up to $24.8 million payable in cash with an estimated fair value of $5.7 million as of the acquisition date. The contingent consideration payout was based on Ubimo achieving certain financial metrics between the date of the acquisition through December 31, 2021. The acquisition date fair value was determined using an option pricing model. As of December 31, 2021, the date that the contingent consideration period ended, Ubimo achieved certain financial metrics. During the six months ended June 30, 2022, the Company paid $24.7 million, of which $22.3 million related to contingent consideration and $2.4 million related to certain bonuses; and as a result, no liability existed as of June 30, 2022. Of the total $24.7 million that was paid, $5.7 million was classified within financing activity and the remaining $19.0 million was classified within operating activity on the Company's condensed consolidated statements of cash flows.

Acquisition of Elevaate

On October 26, 2018, the Company acquired all the outstanding shares of Elevaate, a sponsored search company for retail partners and CPG brands.

The total acquisition consideration of $13.3 million consisted of $7.2 million in cash and contingent consideration of up to $18.5 million payable in cash with an estimated fair value of $6.1 million as of the acquisition date. The contingent consideration payout was based on Elevaate achieving certain financial metrics between February 1, 2019 through January 31, 2021. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration was re-measured every reporting period. As of January 31, 2021, the date that the contingent consideration period ended, Elevaate achieved certain financial metrics. During the year ended December 31, 2021, the Company paid $9.0 million, of which $8.6 million related to contingent consideration and $0.4 million related to certain bonuses; and, as a result, no liability existed as of December 31, 2021. Of the total $9.0 million that was paid, $6.1 million was classified within financing activity and the remaining $2.9 million was classified within operating activity on the Company's consolidated statements of cash flows.

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7. Intangible Assets

The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands):  

	June 30, 2022
	Gross		Accumulated Amortization		Net		Weighted Average Amortization Period (Years)
Media service rights	$	35,582	$	(34,486)	$	1,096	0.3
Developed technologies	27,170		(23,772)		3,398		1.3
Promotion service rights	24,426		(24,174)		252		0.2
Customer relationships	22,690		(20,019)		2,671		1.9
Data access rights	10,206		(10,206)		—		0.0
Domain names	5,948		(5,596)		352		0.0
Trade names	2,823		(2,823)		—		0.0
Vendor relationships	2,510		(2,510)		—		0.0
Patents	975		(963)		12		0.3
Registered users	420		(420)		—		0.0
	$	132,750	$	(124,969)	$	7,781	1.3

	December 31, 2021
	Gross		Accumulated Amortization		Net		Weighted Average Amortization Period (Years)
Media service rights	$	35,582	$	(32,282)	$	3,300	0.7
Developed technologies	27,170		(22,235)		4,935		1.7
Promotion service rights	24,426		(23,419)		1,007		0.6
Customer relationships	22,690		(19,311)		3,379		2.4
Data access rights	10,206		(10,206)		—		0.0
Domain names	5,948		(5,596)		352		0.0
Trade names	2,823		(2,823)		—		0.0
Vendor relationships	2,510		(2,510)		—		0.0
Patents	975		(945)		30		0.8
Registered users	420		(420)		—		0.0
	$	132,750	$	(119,747)	$	13,003	1.5

As of June 30, 2022 and December 31, 2021, the Company has a domain name with a gross value of $0.4 million with an indefinite useful life that is not subject to amortization.

Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. Amortization expense related to intangible assets subject to amortization was $2.6 million and $5.2 million during the three and six months ended June 30, 2022, respectively, and $6.2 million and $13.6 million during the three and six months ended June 30, 2021, respectively. Estimated future amortization expense related to intangible assets as of June 30, 2022 is as follows (in thousands):    

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	Total
2022, remaining six months	$	3,287
2023	3,583
2024	559
2025	—
2026	—
2027 and beyond	—
Total estimated amortization expense	$	7,429

 As of June 30, 2022, the Company performed an analysis of the impact of recent events, including business and market disruption, on the fair values of its intangible assets, and determined that an impairment does not exist. However, there can be no assurance that intangible assets will not be impaired in future periods, and the Company will continue to monitor its operating results, cash flow forecasts and challenges from declines in current market conditions, as well as impacts of COVID-19, for future determinations regarding these intangible assets.

8. Debt Obligations

2017 Convertible Senior Notes

In November 2017, the Company issued and sold $200.0 million aggregate principal amount of 1.75% convertible senior notes due December 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “notes”). The notes are unsecured obligations of the Company and bear interest at a fixed rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. The total net proceeds from the debt offering, after deducting transaction costs, were approximately $193.8 million.  

The conversion rate for the notes is initially 57.6037 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $17.36 per share of common stock, subject to adjustment upon the occurrence of specified events.

Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 1, 2022, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company intends to settle the principal amount of the notes with cash.

The Company may not redeem the notes prior to December 5, 2020. It may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days preceding the date on which it provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.

If the Company undergoes a fundamental change prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to

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100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In accounting for the issuance of the notes, prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the notes into liability and equity components. The carrying amount of the liability component of $149.3 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component of $50.7 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was amortized to interest expense over the term of the notes at an effective interest rate of 5.8%.

Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company allocated the total debt issuance costs incurred of $6.2 million to the liability and equity components of the notes in proportion to the respective values. Issuance costs attributable to the liability component of $4.6 million were amortized to interest expense using the effective interest method over the contractual terms of the notes. Issuance costs attributable to the equity component of $1.6 million were netted with the equity component in additional paid-in capital.

Subsequent to the adoption of ASU 2020-06 on January 1, 2022, which the Company elected to adopt using the modified retrospective method, the Company removed the impact of recognizing the equity component of the notes (at issuance and subsequent accounting impact of additional interest expense from debt discount amortization). The cumulative effect of the accounting change as of January 1, 2022 was an increase to the carrying amount of the convertible notes of $10.4 million, an increase to beginning retained earnings of $38.7 million, and a reduction to additional paid-in capital of $49.1 million.

The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands):

	June 30, 2022		December 31, 2021
Principal	$	200,000	$	200,000
Unamortized debt discount	—		(10,358)
Unamortized debt issuance costs	(389)		(856)
Net carrying amount of the liability component	$	199,611	$	188,786

The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Contractual interest expense	$	875	$	875	$	1,750	$	1,750
Amortization of debt discount	—		2,653		—		5,267
Amortization of debt issuance costs	233		232		466		464
Total interest expense related to the Notes	$	1,108	$	3,760	$	2,216	$	7,481

ABL Credit Agreement

On November 17, 2021, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Loan, Guaranty and Security Agreement (the "ABL Credit Agreement") with Bank of America, N.A., a national banking association, and certain other financial institutions from time to time that may become parties to the agreement (the "Lenders").

The ABL Credit Agreement provides for an asset-based revolving credit facility (the "ABL Facility") for available borrowings up to $100.0 million with the actual amount dependent on a "borrowing base" number consisting of the sum of various categories of eligible accounts receivable (the lesser of such number and $100.0 million, the "Line Cap"). The ABL Facility matures and all outstanding amounts, if any, become due and payable on November 17, 2026 ("fixed ABL maturity date"), except that the maturity date shall be accelerated to the date that is 91 days prior to the maturity of the Company’s outstanding 1.75% Convertible Senior Notes due 2022

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(the “Notes”), unless (i) the Notes are repaid in full or converted to equity at least 91 days prior to the maturity of the Notes, (ii) the Notes are refinanced and/or extended to a maturity date that is at least 91 days after the fixed ABL maturity date, or (iii) during the 91 day period prior, the Company has sufficient cash to repay the Notes in full, the Company meets a certain liquidity test after giving pro forma effect to the repayment to the Notes, and there is no event of default under the ABL Facility. The commitments of the Lenders under the ABL Facility will terminate and outstanding borrowings under the ABL Facility will mature on the fifth anniversary of the closing of the ABL Facility or sooner as described above.

The ABL Credit Agreement includes conditions to borrowings, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. In the event of default, all obligations will be automatically due and payable and all commitments will terminate. The ABL Credit Agreement requires the Company to maintain a minimum fixed charge coverage ratio at all times. The ABL Credit Agreement limits the Company’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on any assets, pay dividends or make certain restricted payments, consummate certain assets sales and merge, consolidate and/or sell or dispose of certain assets. The ABL Credit Agreement also requires that if the Company's Excess Availability (defined as the Line Cap less borrowed amounts or issued letters of credit) is less than the greater of (i) the Line Cap and (ii) $10.0 million, the Company will maintain a fixed coverage charge ratio of at least 1.00 to 1.00. In addition, the ABL Credit Agreement includes customary events of default, which may require the Company to pay an additional 2% interest on the outstanding loans under the ABL Credit Agreement. As set forth in the ABL Credit Agreement, borrowings under the ABL Facility initially will bear interest at a rate equal to, for BSBY Loans, the BSBY Rate plus the Applicable Margin or, for Base Rate Loans, the Base Rate plus the Applicable Margin. The Applicable Margin is determined based on average daily borrowing availability. As of June 30, 2022, there were no borrowings or repayments under the ABL Facility.

As of June 30, 2022, the Company was not in compliance with the above covenants; however, on August 5, 2022, the Company entered into a First Amendment and Limited Waiver to Loan, Guaranty and Security Agreement (the "First Amendment"). Pursuant to the First Amendment, the Company was provided a waiver of a covenant violation for the quarter ended June 30, 2022. In addition, the terms of the ABL Facility were amended to reduce the aggregate value of the credit facility to $50.0 million, modify the fixed charge coverage ratio ("FCCR") covenant conditions for the next three fiscal quarters, revise the springing maturity date, and impose a temporary reduction of $5.0 million in funding available based on the Company's FCCR. Refer to Note 16 for further details.

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9. Stock-based Compensation

2013 Equity Incentive Plan

In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Pursuant to the 2013 Plan, 4,000,000 shares of common stock were initially reserved for grant, plus (1) any shares that were reserved and available for issuance under the 2006 Plan at the time the 2013 Plan became effective, (2) any shares that become available upon forfeiture or repurchase by the Company under the 2006 Plan and (3) any shares added to the 2013 Plan pursuant to the next paragraph.

Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance-based stock units ("PSUs") to employees, directors and consultants. The shares available will be increased at the beginning of each year by the lesser of (i) 4% of outstanding common stock on the last day of the immediately preceding year, or (ii) such number determined by the Board of Directors and subject to additional restrictions relating to the maximum number of shares issuable pursuant to incentive stock options. Under the 2013 Plan, both the incentive stock options (ISOs) and non-qualified stock options (NSOs) are granted at a price per share not less than 100% of the fair market value on the effective date of the grant. The Board of Directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the Board of Directors.

Stock Options

The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions:

	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Expected life (in years)	6.02	0.00	6.02	0.00
Risk-free interest rate	2.96%	—%	2.96%	—%
Volatility	50%	—%	50%	—%
Dividend yield	—	—	—	—

There were no option grants during the three and six months ended June 30, 2021. The weighted-average grant date fair value of options was $2.05 during the three and six months ended June 30, 2022.

Restricted Stock Units and Performance-Based Restricted Stock Units

The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested.

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On March 1, 2021, the Company granted a total of 938,831 performance-based restricted stock units (“2021 PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $13.28. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards will vest in three years subject to the achievement of certain operating performance goals, stock performance goals and continued employment. The fair value of the PSU Award was measured using a Monte Carlo simulation. As of June 30, 2022, the Company performed an assessment and determined that the likelihood of achievement of certain operating performance goals was not deemed probable. As such, during the three and six months ended June 30, 2022, no compensation expense was recognized in the Company's condensed consolidated financial statements related to the 2021 PSU Awards. During the three and six months ended June 30, 2021, the Company recorded $1.0 million and $1.4 million, respectively, in compensation expense in its condensed consolidated financial statements related to the 2021 PSU Awards. During the second quarter of 2022, certain of the 2021 PSU Awards were modified in connection with a separation agreement between the Company and its former chief executive officer ("CEO"). Refer to "Stock-based Compensation Expense" below for further details.

On March 1, 2022, (“2022 Grant Date”), the Company granted a total of 1,171,494 performance-based restricted stock units (“2022 PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $4.82, $3.87 and $3.14, for each respective tranche. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards vest subject to the achievement of stock performance goals and the awardee being an employee at the time of vesting. Any unvested portion of the PSU award will be forfeited on the third anniversary of the 2022 Grant Date. The fair value of the PSU Award was measured using a Monte Carlo simulation. During the three and six months ended June 30, 2022, the expense recognized in its condensed consolidated financial statements related to the 2022 PSU Awards was $1.8 million and $2.1 million, respectively. During the second quarter of 2022, certain of the 2022 PSU Awards were modified in connection with a separation agreement between the Company and its former CEO. Refer to "Stock-based Compensation Expense" below for further details.

A summary of the Company’s stock option and RSU, including PSU, award activity under the 2013 Plan is as follows:

		RSUs Outstanding			Options Outstanding
	Shares Available for Grant	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021	10,168,061	5,381,039	$	10.78	6,897,993	$	11.32	4.89	$	1,596
Increase in shares authorized	3,791,177	—	—		—	—		—	—
Options granted	(600,000)	—	—		600,000	4.03		—	—
Options exercised	—	—	—		—	—		—	—
Options canceled or expired	333,023	—	—		(333,023)	$	6.66	—	—
RSUs granted	(3,812,808)	3,812,808	$	4.99	—	—		—	—
RSUs vested	—	(2,122,473)	$	8.87	—	—		—	—
RSUs canceled or expired	1,498,322	(1,498,322)	$	9.66	—	—		—	—
RSUs vested and withheld for taxes	874,945	—	—		—	—		—	—
Balance as of June 30, 2022	12,252,720	5,573,052	$	7.85	7,164,970	$	6.95	4.34	$	—
Vested and exercisable as of June 30, 2022					5,968,311	$	7.14	3.47	$	—

The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock.

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The aggregate total fair value of options vested was $1.0 million and $1.9 million during the three and six months ended June 30, 2022 and $1.2 million and $2.6 million during the three and six months ended June 30, 2021, respectively.

Employee Stock Purchase Plan

The Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan (“ESPP”), which became effective in March 2014. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period which is six months in duration, subject to certain limitations. The purchase price of the stock is the lower of 85% of the fair market value on (a) the first day of the offering period or (b) the purchase date.

The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions:

	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Expected life (in years)	0.5	0.5	0.50	0.5
Risk-free interest rate	1.54%	0.03%	0.07% - 1.54%	0.03% - 0.12%
Volatility	65%	75%	60% - 65%	60% - 75%
Dividend yield	—	—	—	—

As of June 30, 2022, a total of 2,639,420 shares of common stock were issued under the ESPP since inception of the plan. As of June 30, 2022, a total of 1,760,580 shares are available for issuance under the ESPP.

Stock-based Compensation Expense

The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenues	$	500	$	401	$	1,032	$	824
Sales and marketing	812		1,181		1,703		2,436
Research and development	674		977		1,641		1,949
General and administrative	15,141		3,981		18,493		7,175
Total stock-based compensation expense	$	17,127	$	6,540	$	22,869	$	12,384

During the quarter ended June 30, 2022, the Company recorded $12.0 million of stock-based compensation expense related to the modification of stock options, RSUs and PSUs granted to the Company's former CEO pursuant to a separation agreement between the Company and its former CEO entered into during the second quarter of 2022. Under the original terms of the grant agreements, the unvested stock options, RSUs and PSUs were to be forfeited upon termination of the former CEO's employment. The separation agreement extended the period over which the vested options can be exercised, repriced certain stock options, and allowed for accelerated vesting of unvested stock options, RSUs and PSUs upon the former CEO's termination of

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employment, which occurred on June 29, 2022. The expense is included in general and administrative expense in the Company's condensed consolidated statement of operations. Such modification of these options and awards resulted in a change to deferred tax assets fully offset by a valuation allowance.

As of June 30, 2022, there was $38.4 million of unrecognized stock-based compensation expense, of which $3.6 million is related to stock options and ESPP shares, and $34.8 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP shares as of June 30, 2022 will be amortized over a weighted-average period of 2.16 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2022 will be amortized over a weighted-average period of 2.50 years.

During the three and six months ended June 30, 2022, the Company capitalized $0.3 million and $0.5 million, respectively, and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively, of stock-based compensation expense associated with projects in process and recorded as part of property and equipment, net on the accompanying condensed consolidated balance sheets.

Common Stock Repurchases

The Board of Directors previously approved programs for the Company to repurchase shares of its common stock. In February 2021, the Company’s Board of Directors authorized the Company to repurchase up to $50.0 million of its common stock from February 2021 through February 2022 (the "February 2021 Program"). During the six months ended June 30, 2022, the Company did not repurchase any shares of its common stock, nor did the Company repurchase any of its common stock thereafter. The Company terminated the February 2021 Program prior to its expiration.

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10. Income Taxes

The Company recorded a provision for income taxes of $2.3 million and $2.5 million during the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively. The provision for income taxes was primarily attributable to the Company’s foreign operations, amortization of tax deductible goodwill from prior acquisitions, and state taxes.

11. Net Loss Per Share

The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net loss	$	(43,358)	$	(17,201)	$	(69,664)	$	(30,615)
Weighted-average number of common shares    used in computing net loss per share, basic    and diluted	95,369		93,645		95,148		93,038
Net loss per share, basic and diluted	$	(0.45)	$	(0.18)	$	(0.73)	$	(0.33)

    

The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands):

	Three and Six
	Months Ended June 30,
	2022	2021
Stock options and ESPP	7,222	6,968
Restricted stock units	5,573	5,073
Shares related to convertible senior notes	11,521	11,521
	24,316	23,562

12. Leases

The Company has entered into operating leases primarily for office facilities. These leases have terms which typically range from 1 year to 10 years, and often include options to renew. These renewal terms can extend the lease term up to 6 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included as operating lease right-of-use assets on the condensed consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term. The present value of the Company’s obligation to make lease payments are included in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets.

The Company has entered into short-term leases primarily for office facilities with an initial term of twelve months or less, and a professional sports team suite with a 20-year term, which it uses for sales and marketing purposes. The effective lease term for the professional sports team suite is based on the cumulative days available for use throughout the 20-year contractual term, which is less than twelve months and therefore is classified as a short-term lease. As of June 30, 2022, the Company’s lease commitment of $5.0 million, relating to the professional sports team suite, expires in 2034, and does not reflect short-term lease costs. These leases are not recorded on the Company's condensed consolidated balance sheet due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements.

 All operating lease expense is recognized on a straight-line basis over the lease term. During the three and six months ended June 30, 2022, the Company recognized $1.3 million and $2.8 million, respectively, in total lease

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costs, which is comprised of $1.3 million and $2.7 million, respectively, in operating lease costs for right-of-use assets, and zero and $0.1 million, respectively, in short-term lease costs related to short-term operating leases. During the three and six months ended June 30, 2021, the Company recognized $1.5 million and $3.0 million, respectively, in total lease costs, which is comprised of $1.3 million and $2.6 million, respectively, in operating lease costs for right-of-use assets, and $0.2 million and $0.4 million, respectively, in short-term lease costs related to short-term operating leases.

 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for office facilities which may contain lease and non-lease components which it has elected to be treated as a single lease component due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements.

During the first quarter of 2022, the Company exited occupancy of its leased office space in San Francisco, California. During the second quarter of 2022, the Company exited occupancy of a leased office space in Santa Clara, California, and a portion of its leased office space in New York, New York. The exits of these leased office spaces are intended to align with the Company's continued operational and cost optimization efforts. The Company has the ability and intent to sublease these office spaces for the remainder of the respective lease terms. The Company determined that a triggering event had occurred that required an interim impairment assessment for certain of its long-lived and right-of-use assets.

The Company performed an interim impairment assessment in the first and second quarter of 2022. In measuring the estimated amount of long-lived and right-of-use asset impairment, the Company considered estimated future sublease income including the consideration of local real estate market conditions. The Company also factored the time to identify a tenant and to enter into an agreement. Based on a discounted cash flow analysis, the Company concluded that the carrying value of certain long-lived and right-of-use assets will not be recoverable. As such, during the three and six months ended June 30, 2022, the Company recorded an impairment charge of $3.9 million and $10.0 million, respectively, within general & administrative expenses on its condensed consolidated statements of operations.

Supplemental cash flow information related to operating leases was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cash paid for operating lease liabilities	$	1,651	$	1,193	$	2,981	$	2,143
Right-of-use assets obtained in exchange for    lease obligations	—		—		—		3,942

 Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate):

	June 30, 2022			December 31, 2021
Operating right-of-use assets reported as:
Operating lease right-of-use assets	$	16,230		$	23,874
Operating lease liabilities reported as:
Other current liabilities	$	5,709		$	4,935
Other non-current liabilities	24,075			26,903
Total operating lease liabilities	$	29,784		$	31,838
Weighted average remaining lease term (in years)	5.7			6.2
Weighted average discount rate	5.1		%	5.0		%

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Maturities of operating lease liabilities were as follows (in thousands):

	Operating Leases
2022, remaining six months	$	3,681
2023	6,840
2024	6,191
2025	4,799
2026	3,344
2027 and thereafter	9,837
Total lease payments	$	34,692
Less: Imputed Interest	(4,908)
Total	$	29,784

13. Commitments and Contingencies

Purchase Obligations

The Company has unconditional purchase commitments, primarily related to distribution fees, software license fees and marketing services, of $5.6 million as of June 30, 2022.

Some of our agreements with retailers include certain guaranteed distribution fees which, in some cases, may apply to multiple annual periods. If the adoption and usage of our platforms do not meet projections or minimums, these guaranteed distribution fees may not be recoverable and any shortfall may be payable by us at the end of the applicable period. We considered various factors in our assessment including our historical experience with the transaction volumes through the retailer and comparative retailers, ongoing communications with the retailer to increase its marketing efforts to promote the digital platform, as well as the projected revenues, and associated revenue share payments. For example, in 2020, the Company's efforts to implement, with Albertsons, one of the Company’s solutions resulted in multiple disputes being raised by each of the parties against the other, one of which disputes resulted in the Company not being able to meet the contractual minimum at the end of the applicable period under the agreement. In order to resolve certain of the disputes regarding the parties' respective obligations, the Company recognized a loss of $8.8 million during the year ended December 31, 2020. This loss was included in cost of revenues on our consolidated statements of operations.

During the second quarter of 2021, the Company notified Albertsons that due to Albertsons' failure to meet certain obligations under the agreement, the Company is not obligated to meet the contractual minimums for the period that ended in October 2021. In connection with renewal discussions between the parties, the Company received a letter in October 2021 from Albertsons notifying us of their intent to early terminate our agreement related to the delivery of promotions and media campaigns, effective December 31, 2021. The Company informed Albertsons that we disputed their right to terminate the agreement prior to March 31, 2022. On November 16, 2021, the Company notified Albertsons it was terminating the Agreement effective November 18, 2021, due to Albertsons’ failure to cure its material breach of the Agreement. Consistent with its offer, the Company continued to provide certain services past the termination date for the benefit of its CPG customers; and ceased providing the last of such services on February 26, 2022. The parties are currently in litigation, presently having entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. If the contractual minimum applicable to the period that ended in October 2021 is enforceable, the Company may recognize a loss that, depending on a variety of factors, is estimated to be as high as $8.5 million.

Indemnification

In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies, retailers and other third parties. The Company has agreed to hold certain parties harmless against losses arising from claims of intellectual property infringement or other liabilities relating to or arising from our products or services, or other contractual infringement. The term of

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these indemnity provisions generally survive termination or expiration of the applicable agreement. To date, the Company has not recorded any liabilities related to these agreements. We also have entered into indemnification agreements with our officers and directors, and our Amended and Restated Bylaws also contain provisions relating to circumstances under which the Company may indemnify certain other parties.

The Company’s founder and former CEO, Steven Boal, is subject to a claim from a third party, alleging that he owes certain amounts to the third party in connection with fundraising activities for Quotient that occurred between 1998 and 2006. (Mr. Boal left the Company for unrelated reasons in June 2022.) The Company agreed to advance certain defense costs, subject to an undertaking to repay such amounts if, and to the extent that, it is ultimately determined that he is not entitled to indemnification. The matter is ongoing. If this matter is resolved in favor of the third party and the Company is required to indemnify Mr. Boal for a loss, the Company may be required to make an indemnity payment. While the Company maintains directors’ and officers’ liability insurance, such insurance may not be applicable or adequate or cover all liabilities that may be incurred.

Litigation

In the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition.

The Company reached a settlement of an existing claim and therefore recorded an accrual as of June 30, 2022. The Company believes that material liabilities associated with other existing claims are remote, and therefore, the Company has not recorded any additional accrual for the other existing claims as of June 30, 2022 and December 31, 2021. The Company expenses legal fees in the period in which they are incurred.

Legal Proceedings

The Company does not list all routine litigation matters with which it is a party. The Company discusses below certain pending matters. In determining whether to discuss a pending matter, the Company considers both quantitative and qualitative factors to assess materiality, such as, among others, the amount of damages alleged and the nature of other relief sought, if specified; its view of the merits of the claims and of the strength of its defenses; and whether the action purports to be, or is, a class action the jurisdiction in which the proceeding is pending.

Catalina Marketing Corp. v. Quotient Technology Inc. On February 24, 2021, Catalina Marketing Corporation filed a complaint in the Florida Circuit Court of the Sixth Judicial District against the Company asserting claims for unlawful and unfair trade practices; tortious interference with business relationship; and tortious interference with prospective business relationship. The complaint alleges that the Company engaged in predatory pricing practices and misleading communications with potential customers in connection with its in-lane coupon solution. The complaint seeks unspecified compensatory and punitive damages and injunctive relief. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that Catalina’s claims lack merit.

Result Marketing Group, Ltd. v. Southeastern Grocers et al. On June 17, 2021, Result Marketing Group, Ltd. (“RMG”) filed a complaint in the U.S. District Court for the Middle District of Florida, against Southeastern Grocers, LLC, Bio-Lo, LLC, Winn-Dixie Stores, Inc. (collectively, "SEG") and the Company. The complaint alleges SEG breached its non-disclosure agreement with RMG by providing the Company with RMG's trade secrets, including the business concept of and "playbook" for a retail media hub. The complaint alleges the Company and SEG misappropriated such trade secrets to develop the SEG Media Hub, and that the Company further misappropriated such trade secrets to develop its "retail performance media platform", which it sells to end users. The complaint further alleges that the Company interfered with RMG's contract and prospective business relationship with SEG. RMG contends that SEG defrauded it of no less than $59 million, and that the Company and SEG are jointly and severally liable for treble damages of no less than $177 million. The complaint seeks compensatory and punitive

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damages, a constructive trust, and attorney's fees. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that RMG’s claims lack merit.

Fortis Advisors LLC v. Quotient Technology, Inc. On August 20, 2021, Fortis Advisors LLC, as the SavingStar stockholder representative, ("Fortis") filed a complaint in the Delaware Court of Chancery alleging breach of contract, declaratory judgment, and in the alternative, breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company ceased to make generally available the SavingStar customer relationship management (CRM) business, which would trigger an earnout payment of $8.5 million under the terms of the Agreement and Plan of Merger, dated August 23, 2018, between Quotient Technology Inc. and SavingStar, Inc. While the Company continues to believe the allegations underlying Fortis's complaint lack merit, in June 2022 the parties, without admitting to any liability, reached a settlement for an amount that did not have a material impact on the Company’s future business, operating results, or financial condition.

Albertsons Companies, Inc. v. Quotient Technology, Inc. On November 16, 2021, the Company informed Albertsons Companies, Inc. (“Albertsons”) that, in light of Albertsons' failure to cure its material breach of the Services and Data Agreement ("the Agreement"), it was terminating the Agreement effective November 19, 2021. The Company offered to continue to provide certain services beyond the termination date for the benefit of the CPGs. On November 19, 2021, Albertsons filed a complaint against the Company in the Superior Court of the State of California, County of Santa Clara alleging claims of breach of contract and breach of implied covenant of good faith and fair dealing. The complaint alleges that the Company failed to achieve alleged minimum revenue targets, failed to make certain revenue share payments in the amount of $5.0 million, failed to pay a guaranteed annual minimum payment of $10.0 million under Statement of Work (SOW) No. 5, and improperly terminated the Agreement. On November 22, 2021, consistent with the Company's offer in its November 16, 2021 termination letter, the parties entered into a stipulation, where the Company agreed to sell campaigns through December 15, 2021, and provide services and support for those campaigns through February 26, 2022 so long as Albertsons provided the necessary logistical steps to enable the Company to deliver the services and support. The Company also agreed to support the In-Lane Tool through December 10, 2021. On December 9, 2021, Albertsons filed for a temporary restraining order to prevent the Company from discontinuing its digital-coupon-service or its In-Lane Tool or otherwise refusing to support Albertsons advertising and coupon programs, and for an order to show cause re preliminary injunction. On December 13, 2021, the Court issued an order denying Albertsons’ request for a temporary restraining order and order to show cause re preliminary injunction because, on the basis of the evidence presented by Albertsons, it found that Albertsons was unlikely to prevail on its claims at trial. The parties have entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that Albertsons’ claims lack merit.

14. Employee Benefit Plan

The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement benefits for eligible employees. Eligible employees may elect to contribute to the 401(k) plan. The Company provides a match of up to the lesser of 3% of each employee’s annual salary or $6,000, which vests immediately for employees with tenure of over a year of continuous employment. The Company’s matching contribution expense was $0.6 million and $1.3 million during the three and six months ended June 30, 2022, respectively, and $0.7 million and $1.4 million during the three and six months ended June 30, 2021, respectively.

15. Information About Geographic Areas

Revenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole.

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16. Subsequent Events

Restructuring

In July 2022, the Company initiated a workforce reduction plan in connection with its ongoing business transformation efforts. The Company expects to record a restructuring charge of approximately $2.1 million during the three months ended September 30, 2022, primarily relating to severance costs for impacted employees.

ABL Facility Waiver and Amendment

In November 2021, we entered into a Loan, Guaranty, and Security Agreement (the "ABL Credit Agreement") which as of June 30, 2022 provided for an asset-backed revolving credit facility in the aggregate amount of $100.0 million and a sublimit for letters of credit of $10.0 million (the "ABL Facility"). Refer to Note 8 for further details related to the ABL Facility in place as of June 30, 2022.

As of June 30, 2022, the Company was not in compliance with a fixed charge coverage ratio ("FCCR") covenant under the ABL Facility, as determined using the measurement date of June 30, 2022 looking back twelve months (the "June 30, 2022 FCCR Requirement"). On August 5, 2022, the Company entered into a First Amendment and Limited Waiver to Loan, Guaranty and Security Agreement (the "First Amendment"). Pursuant to the First Amendment, the Company received a waiver with respect to the June 30, 2022 FCCR Requirement. Also pursuant to the First Amendment, the terms of the ABL Facility were amended to, among other things, reduce the aggregate value of the credit facility to $50.0 million, modify the FCCR covenant conditions for the next three fiscal quarters, and impose a temporary reduction of $5.0 million in funding available, otherwise known as an availability block, based on the Company's FCCR. Additionally, the ABL Facility originally had a term that provided the lender with the right to terminate the ABL Facility if the Notes are not refinanced prior to September 1, 2022—this date in the amended ABL Facility has been extended to November 1, 2022.

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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K filed on March 1, 2022 with the SEC, as amended by our Form 10-K/A, Amendment No. 1, filed on April 29, 2022 with the SEC (collectively, "Annual Report on Form 10-K"). In addition to historical financial information, the following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties, including statements related to the potential impact of the COVID-19 pandemic on our business and operations. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences are described in “Risk Factors” set forth in our Annual Report on Form 10-K, and elsewhere in this Quarterly Report on Form 10-Q.

Overview

Quotient Technology Inc. is an industry leading digital media and promotions technology company that powers cohesive omnichannel brand-building and sales-driving marketing campaigns for advertisers and retailers to influence purchasing decisions throughout a shopper's path to purchase. These marketing campaigns are planned, delivered and measured using our technology platforms and data analytics tool. Our vision is to build the world's leading performance marketing platform that delivers a variety of targeted digital marketing solutions which advertisers and retailers can purchase to drive measurable improvements in sales and customer loyalty.

Our customers consist primarily of consumer-packaged goods ("CPG") companies and their brand marketers (together referred to as "advertisers") who want to drive sales and positive brand engagement with shoppers. Our digital marketing platform is designed to produce returns on marketing investment for advertisers by utilizing consumer behavior and intent data to deliver the right marketing message to the right shopper at the right time, through multiple touchpoints while they are engaged online, out of home and in-store. We partner with retailers, who primarily sell through local, physical stores as well as through eCommerce properties. We are primarily focused on the U.S.-based grocery retail market and the advertisers who sell products through that channel. However, we are aiming to expand outside the grocery retail space, such as with partners in certain vertically-integrated industries (also known as "verticals").

By partnering with Quotient, retailers can monetize their proprietary sales data and digital properties to build an alternative revenue stream and offer effective marketing opportunities for their brand partners to engage consumers, with the aim of achieving higher sales through their physical stores and eCommerce sites.

Over the last five years, we have grown our platform capabilities and our network of marketing channels to reach shoppers through a combination of in-house innovation, partnerships, and acquisitions. Our network includes the digital properties of our retail partners, non-retail partners and CPG customers, social media platforms, our flagship consumer brands Coupons.com and Shopmium, and DOOH properties. This network provides Quotient with proprietary and licensed data, including retailers' POS shopper data, consumer behavior and purchase intent data, and location intelligence. With such data powering our platforms, customers and partners use Quotient to leverage consumer data and insights, engage consumers via digital channels, and integrate marketing and merchandising programs to drive measurable sales results and consumer engagement.

We provide value to three constituencies: over 2,500 brands from approximately 900 CPGs; retail partners across multiple classes of trade such as grocery retailers, drug, automotive, mass merchant, dollar, club, and convenience merchandise channels; and consumers visiting our and our retailer and other network partners' websites, mobile properties and social channels.

We believe the breadth of our relationships has created a network effect, which generates increased engagement with consumers and provides us a competitive advantage over both offline and online competitors. As our network expands and consumer audience increases, we generate more consumer data and insights, which further improves our ability to deliver targeted and personalized media and promotions, and also strengthens our measurement and data insight solutions. We believe this will make our platforms more valuable to advertisers and retailers for their digital marketing campaigns. We expect that the breadth of media and promotion content delivered

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through Quotient platforms from leading brands will increase and enables us to attract and retain more retailers and consumers.

Furthermore, we believe our strategy is adaptable to current trends in the industry. For example, as retail media evolves with more retailers bringing retail media in-house, a fragmented buying landscape is emerging for CPGs. We see opportunity in these industry trends and dynamics through building a regional retailer ad network and, as we continue to focus on bringing automation and self-service to our media platform, we aim to make media buying across multiple retailers and retail media networks easier.

We primarily generate revenue from advertisers and retailers using our technology platforms to help achieve their digital marketing objectives in four distinct ways: (i) plan and buy media and promotions campaigns to reach the right shoppers; (ii) target advertising, promotions and messaging to shoppers for maximum impact; (iii) sell advertising space and activate the shopper data that retailers collect through loyalty programs and digital transactions; and (iv) measure the impact of advertisements, promotions or messages that have been planned, sold or placed with "closed loop" measurement, defined as the use of consumer data to help understand and evaluate how certain digital campaigns impact our advertiser customers' and retailer partners' sales.

Using shopper data from our retail partners and our proprietary data and audience segments, we deliver targeted and/or personalized digital media and promotions to shoppers through our network. As our customers and partners shift more of their marketing spend to digital channels, our solutions help them optimize the performance of such digital channels. Our platforms measure performance by attribution of digital campaigns to retail purchases in near real time, demonstrating return on spend for our customers and partners.

Our promotions products include digital paperless coupons, digital print coupons, in-lane on receipt promotions, digital national promotions, shopper promotions, digital rebates and loyalty offers. Our media solutions include display, social, DOOH, Retailer.com display and sponsored search, shoppable brand pages, and audiences. A growing number of campaigns that our customers purchase are integrated campaigns, which combine a mix of digital media and/or promotions solutions within a single campaign. While the revenue we earn from these programs is generally determined on a cost-per-click, cost-per-impression, or cost-per-acquisition basis, we are increasingly generating revenues based on duration-based pricing with our new duration-based National Promotions offering, launched during 2021.

We generally pay a distribution fee or revenue share to retailers and publishers for activation or redemption of a digital promotion, for media campaigns, and for use of data for targeting or measurement. We also pay a fee to third-party publishers for traffic acquisition, which consists of delivering campaigns on certain networks or properties. In cases where we control the digital promotion and media advertising inventory before it is transferred to our customers, these distribution, revenue share and third-party service fees are included in our cost of revenues. In cases where we do not control the digital promotion and media advertising inventory, we record revenues on a net basis, and the distribution, revenue-share and third-party service fees are deducted from gross revenues to arrive at net revenues.

Seasonality

Some of our products experience seasonal sales and buying patterns mirroring those in the CPG, retail, advertising, and eCommerce markets, including back-to-school and holiday campaigns, where demand increases during the second half of our fiscal year. Seasonality may also be affected by CPG annual budget cycles, as some large CPGs have fiscal years ending in June. We believe that this seasonality pattern has affected, and will continue to affect, our business and the associated revenues during the first half and second half of our fiscal year. We recognized 54%, 59% and 54% of our annual revenue during the second half of 2021, 2020 and 2019, respectively.

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Impact of COVID-19 

We are cognizant of the COVID-19 pandemic and the resulting global implications. In an effort to protect the health and safety of our employees, our workforce has had, and continues in most instances, to spend a significant amount of time working remotely, and travel has been impacted. Many government measures initially imposed to contain COVID-19 or slow its spread, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing, have been lifted in certain global locations and have been lifted widely in the U.S., although as a result of new virus variants and subvariants arising, it is possible that such measures may be reinstated in the future. We anticipate that these actions and the global health crisis caused by the COVID-19 pandemic will continue to negatively impact business activity across the globe, even though vaccination efforts are continuing throughout the United States and, to varying extents, in other countries. Although as of the summer of 2022 the extent of restriction-lifting has been widespread, the residual effects of such restrictions and prolonged alternative working arrangements are unknown and the eventual effectiveness of the vaccination efforts likewise remains uncertain, including with respect to consumer activity across the globe, the productivity of our employee base and our sales and operations functions.

We will continue to actively monitor the pandemic situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders. If brands or retailers pause, delay, or cancel campaigns due to the continuing uncertainty, supply-chain disruption, inflationary input-cost factors affecting advertiser and retailers, and consumer purchasing behavior changes caused by COVID-19, there may be an adverse impact on our promotion and media revenues and, accordingly, the growth of our business. The full extent of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict. See Part II, Item 1A, Risk Factors, for an additional discussion of risks related to COVID-19.

Second Quarter 2022 Overview

Quarterly revenues of $69.3 million in the second quarter of 2022 decreased by $54.6 million, or 44%, as compared to the same period in 2021. The year over year decrease in our quarterly revenues was largely due to a decline in promotion spending by CPGs and the termination of our partnership with the Albertsons Companies ("Albertsons"). Revenues also decreased as a result of recognizing a higher portion of our revenue on a net basis due to our recent business model changes. The decline in revenue was offset in part by the recognition of $3.0 million of revenue previously deferred that should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods.

Our net loss of $43.4 million in the second quarter of 2022 increased by $26.2 million, as compared to the net loss of $17.2 million in the same period in 2021. The year over year increase in our quarterly net loss was primarily due to a decrease in revenues as discussed previously, an impairment charge related to certain long-lived and right-of-use assets due to the exit of occupancy of office space that we continue to lease, shareholder activism response costs, an increase in stock-based compensation expense primarily related to the modification of certain stock options, RSUs and PSUs in connection with a separation agreement with our former CEO, litigation settlements, and overall higher operating expenses incurred to support our business objectives. This was partially offset by a decrease in interest expense as a result of the adoption of ASU 2020-06. While we continue to make important investments in our technology and infrastructure, we remain focused on operational efficiencies and expense management.

We expect our operating expenses to decline in absolute dollars as we remove costs from the business, in part due to a reduction-in-force action that we initiated in July 2022. However, we also expect operating expenses to increase as a percentage of revenue as more of our future revenue is recognized on a net basis compared to the prior periods due to the business model changes. When revenues begin to grow again, we expect to increase spending to support that growth.

Non-GAAP Financial Measure and Key Operating Metrics

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), a non-U.S. GAAP financial measure, is a key metric used by our management and our Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, to develop short

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and long-term operational plans, and to determine bonus payouts. In particular, we believe that the exclusion of certain income and expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial metric used by the compensation committee of our Board of Directors in connection with the determination of compensation for our executive officers. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

Adjusted EBITDA excludes non-cash charges, such as depreciation, amortization and stock-based compensation, because such non-cash expenses in any specific period may not directly correlate to the underlying performance of our business operations and can vary significantly between periods. Additionally, it excludes the effects of interest expense, income taxes, other (income) expense net, change in fair value of contingent consideration, impairment of certain long-lived and right-of-use assets, shareholder activism response costs, litigation settlements, certain acquisition related costs, and restructuring charges. We exclude certain items because we believe that these costs (benefits) do not reflect expected future operating expenses. Additionally, certain items are inconsistent in amounts and frequency, making it difficult to contribute to a meaningful evaluation of our current or past operating performance.

Net loss and Adjusted EBITDA for each of the periods presented were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net loss	$	(43,358)	$	(17,201)	$	(69,664)	$	(30,615)
Adjusted EBITDA	(1,270)		4,330		(8,368)		11,165

 Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not reflect interest and tax payments that may represent a reduction in cash available to us;

•Adjusted EBITDA also does not include the effects of stock-based compensation, depreciation, amortization of acquired intangible assets, change in fair value of contingent consideration, interest expense, other (income) expense, net, provision for income taxes, impairment of certain long-lived and right-of-use assets, shareholder activism response costs, litigation settlements, certain acquisition related costs, and restructuring charges; and

•other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

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A reconciliation of Adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure, for each of the periods presented is as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net loss	$	(43,358)	$	(17,201)	$	(69,664)	$	(30,615)
Adjustments:
Stock-based compensation	17,127		6,540		22,869		12,384
Depreciation and amortization	4,670		7,707		9,231		17,138
Acquisition related costs and other (1)	16,349		3,251		23,970		3,733
Change in fair value of contingent consideration	—		242		—		527
Interest expense	1,179		3,767		2,333		7,497
Other (income) expense, net	417		(194)		381		34
Provision for income taxes	2,346		218		2,512		467
Total adjustments	$	42,088	$	21,531	$	61,296	$	41,780
Adjusted EBITDA	$	(1,270)	$	4,330	$	(8,368)	$	11,165

(1)For the three and six months ended June 30, 2022, Other includes a charge of $5.3 million and $11.4 million, respectively, related to the impairment of certain long-lived and right-of-use assets; $3.7 million and $5.1 million, respectively, related to shareholder activism response costs; $4.8 million in both respective periods related to litigation settlements; and $2.6 million and $2.7 million, respectively, related to restructuring charges. For the three and six months ended June 30, 2021, Other includes a charge of $2.6 million related to the impairment of a promotion service right, as well as restructuring charges of $0.2 million, for both respective periods. Acquisition related costs primarily include certain bonuses contingent upon the acquired company meeting certain financial metrics over the contingent consideration period and diligence, accounting, and legal expenses incurred related to certain acquisitions. Restructuring charges relate to severance for impacted employees.

This non-GAAP financial measure is not intended to be considered in isolation from, as substitute for, or as superior to, the corresponding financial measure prepared in accordance with U.S. GAAP. Because of these and other limitations, Adjusted EBITDA should be considered along with U.S. GAAP based financial performance measures, including various cash flow metrics, net loss, and our other U.S. GAAP financial results.

Factors Affecting Our Performance

Grow our network. The success and scale of our platforms and our ability to grow revenue will depend on our ability to grow our publishing network, expand our reach to engaged consumers, and drive volume of transactions on our platforms. If we do not add network partners or expand our relationship with existing network partners, or if network partners do not deliver active users to our platforms, our business and revenue growth will be negatively impacted.

Obtaining high quality promotions, increasing the number of brand-authorized activations, and capitalizing on new pricing/revenue models for promotions. Our ability to grow revenue will depend upon our ability to shift more dollars to our platforms from our brand customers, to continue to obtain high quality promotions, to increase the number of brand-authorized activations available through our platforms, and to capitalize on new pricing/revenue models for promotions, such as duration-based pricing. If we are unable to do any of these, growth in our revenue may be adversely affected.

Increasing revenue from advertisers on our platforms. Our ability to grow our revenue in the future depends upon our ability to continue to increase revenues from existing and new advertisers on our platforms through national brand coupons, targeted media and measurement, and increasing the number of brands that are using our platforms within each advertiser.

Variability in promotional and media spend by advertisers or brands. Our revenues may fluctuate due to changes in promotional or media spending budgets of advertisers as well as the timing of their promotional and

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media spending. Decisions by major advertisers, whether or not due to the impact of COVID-19 and related supply chain and inflation input-cost issues, to delay or reduce their promotional and media spending, move campaigns, or divert spending away from digital promotions or media, could slow our revenue growth or reduce our revenues.

Ability to retain and expand our relationships with retailers, obtain commitment and support for our platforms from retailers, and successfully renegotiate or amend retailer agreements. The success and scale of our platforms depend on our strategic relationships with retailers. The success and scale of our platforms also depends on the level of commitment and support for our platforms from retailers. Renewals or amendments of existing retailer relationships may become more challenging for us in light of our business model and pricing changes. These changes require restructuring our agreements and the way we operate with retailers and revenue arrangements for certain services. If we do not expand these relationships, if we do not renew or amend these relationships on as favorable terms as were in place immediately prior to renewal or amendment, if we lose significant retailers, or if we do not add new retailers to our platforms, our business will be negatively affected. In the near term, we expect the termination of our relationship with Albertsons to continue to have a negative impact on our financial performance.

Innovation in our media and promotions offerings, expansion of our consumer reach and growth of our data analytics capabilities. Our ability to grow our revenue in the future will depend on our ability to (i) innovate and invest in promotion and media solutions, particularly with regard to automation and self-service offerings; and (ii) invest in solutions around our data and analytic capabilities, referred to as Quotient Analytics and Audiences, for advertisers and retailers.

International Growth and Acquisitions. Our ability to grow our revenues will also depend on our ability to grow our operations and offerings in existing international markets and expand our business through selective acquisitions, similar to our acquisitions of MLW Squared Inc. ("Ahalogy"), Crisp Media, Inc. ("Crisp"), Elevaate, SavingStar, Inc. ("SavingStar"), Shopmium SAS ("Shopmium"), and Ubimo, and our ability to integrate such acquisitions with the core business of the Company.

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Results of Operations

The following tables set forth our consolidated results of operations and our consolidated results of operations as a percentage of revenues for the periods presented:  

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands, except percentages)	2022				2021				2022				2021
Revenues	$	69,251	100.0	%	$	123,880	100.0	%	$	147,707	100.0	%	$	239,196	100.0	%
Cost of revenues	37,267		53.8	%	82,161		66.3	%	86,345		58.5	%	154,145		64.4	%
Gross profit	31,984		46.2	%	41,719		33.7	%	61,362		41.5	%	85,051		35.6	%
Operating expenses:
Sales and marketing	21,459		31.0	%	28,467		23.0	%	43,395		29.4	%	55,832		23.3	%
Research and development	7,072		10.2	%	11,411		9.2	%	16,828		11.4	%	23,467		9.8	%
General and administrative	42,869		61.9	%	15,009		12.1	%	65,577		44.4	%	27,842		11.6	%
Change in fair value of contingent consideration	—		—	%	242		0.2	%	—		—	%	527		0.2	%
Total operating expenses	71,400		103.1	%	55,129		44.5	%	125,800		85.2	%	107,668		45.0	%
Loss from operations	(39,416)		(56.9)	%	(13,410)		(10.8)	%	(64,438)		(43.6)	%	(22,617)		(9.5)	%
Interest expense	(1,179)		(1.7)	%	(3,767)		(3.0)	%	(2,333)		(1.6)	%	(7,497)		(3.1)	%
Other income (expense), net	(417)		(0.6)	%	194		0.2	%	(381)		(0.3)	%	(34)		—	%
Loss before income taxes	(41,012)		(59.2)	%	(16,983)		(13.7)	%	(67,152)		(45.5)	%	(30,148)		(12.6)	%
Provision for income taxes	2,346		3.4	%	218		0.2	%	2,512		1.7	%	467		0.2	%
Net loss	$	(43,358)	(62.6)	%	$	(17,201)	(13.9)	%	$	(69,664)	(47.2)	%	$	(30,615)	(12.8)	%

Disaggregated Revenue

The following table presents our revenues disaggregated by type of services. The majority of our revenue is generated from sales in the United States.

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands, except percentages)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Promotion	$	42,605	$	59,576	$	(16,971)	(28)	%	$	92,767	$	129,190	$	(36,423)	(28)	%
Media	26,646		64,304		(37,658)		(59)	%	54,940		110,006		(55,066)		(50)	%
Total Revenue	$	69,251	$	123,880	$	(54,629)	(44)	%	$	147,707	$	239,196	$	(91,489)	(38)	%

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Comparison of the Three and Six months ended June 30, 2022 and 2021

Revenues

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands, except percentages)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Revenues	$	69,251	$	123,880	$	(54,629)	(44)	%	$	147,707	$	239,196	$	(91,489)	(38)	%

Revenues for the three months ended June 30, 2022 decreased by $54.6 million, or 44%, as compared to the same period in 2021, and include the recognition of $3.0 million of revenue previously deferred that should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods. The decrease in digital promotion revenues was primarily due to a decline in promotion spending by CPGs, the termination of our partnership with Albertsons, and as a result of recognizing more revenue on a net basis due to business model changes. The decrease in media revenues was primarily due to the termination of our partnership with Albertsons and as a result of recognizing more revenue on a net basis due to business model changes. Revenues from digital promotion and media campaigns were 62% and 38%, respectively, of total revenues for the three months ended June 30, 2022, as compared to 48% and 52%, respectively, of total revenues during the same period in 2021.

Revenues for the six months ended June 30, 2022 decreased by $91.5 million, or 38%, as compared to the same period in 2021, and include the recognition of $1.7 million of revenue previously deferred that should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods. The decrease in digital promotion revenues was primarily due to a decline in promotion spending by CPGs, the termination of our partnership with Albertsons, and as a result of recognizing more revenue on a net basis due to business model changes. The decrease in media revenues was primarily due to the termination of our partnership with Albertsons and as a result of recognizing more revenue on a net basis due to business model changes. Revenues from digital promotion and media campaigns were 63% and 37%, respectively, of total revenues for the six months ended June 30, 2022, as compared to 54% and 46%, respectively, of total revenues during the same period in 2021.

Cost of Revenues and Gross Profit

	Three Months Ended June 30,										Six Months Ended June 30,
(in thousands, except percentages)	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
Cost of revenues	$	37,267		$	82,161		$	(44,894)	(55)	%	$	86,345		$	154,145		$	(67,800)	(44)	%
Gross profit	$	31,984		$	41,719		$	(9,735)	(23)	%	$	61,362		$	85,051		$	(23,689)	(28)	%
Gross margin	46		%	34		%					42		%	36		%

Cost of revenues for the three months ended June 30, 2022 decreased by $44.9 million, or 55%, as compared to the same period in 2021. The decrease was primarily due to a net decrease of $38.5 million in distribution fees paid to our partners for media and promotion revenues delivered through their platforms, due to the decrease in revenues as discussed previously, and data and traffic acquisition costs for offsite media on non-owned-and-operated properties, a portion of which is now reported net with revenues; a decrease in amortization expense of $3.1 million related to acquired intangible assets; the benefit a non-recurring charge during the second quarter of 2021 of $2.5 million related to the impairment of a promotion service right; a decrease in overhead expenses of $1.9 million related to facilities and infrastructure support; and a decrease in compensation costs of $0.3 million, partially offset by a charge of $1.4 million related to the impairment of certain capitalized software assets.

Cost of revenues for the six months ended June 30, 2022 decreased by $67.8 million, or 44%, as compared to the same period in 2021. The decrease was primarily due to a net decrease of $56.9 million in distribution fees paid to our partners for media and promotion revenues delivered through their

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platforms, due to the decrease in revenues as discussed previously, as well as data and traffic acquisition costs for offsite media on non-owned-and-operated properties, a portion of which is now reported net with revenues; a decrease in amortization expense of $7.4 million related to acquired intangible assets; the benefit a non-recurring charge during the second quarter of 2021 of $2.5 million related to the impairment of a promotion service right; a decrease in overhead expenses of $2.0 million related to facilities and infrastructure support; and a decrease in compensation costs of $0.4 million, partially offset by a charge of $1.4 million related to the impairment of certain capitalized software assets.

  Gross margin for the three and six months ended June 30, 2022 increased to 46% and 42%, respectively, as compared to 34% and 36%, respectively, during the same period in 2021. The increase was primarily due to lower amortization expense related to acquired intangible assets and a higher proportion of revenue recognized net of certain costs, partially offset by operating leverage on the reduction of net revenues and sales mix of 23% and 28%, respectively and higher margins on revenue recognized that was previously deferred that should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods..

 We expect the cost of revenues during the second half of 2022 to continue to decline, in absolute dollars, as we expect a higher proportion of our revenue to be recognized on a net basis. We recognize revenue on a net basis for arrangements when we act as an agent and do not control the service provided by the retailer or the price charged by the partner. CPGs and retailers are responsible for the determination of where a campaign is delivered, and retailers are responsible for providing the underlying services.

Sales and Marketing

	Three Months Ended June 30,										Six Months Ended June 30,
(in thousands, except percentages)	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
Sales and marketing	$	21,459		$	28,467		$	(7,008)	(25)	%	$	43,395		$	55,832		$	(12,437)	(22)	%
Percent of revenues	31		%	23		%					29		%	23		%

Sales and marketing expenses consist primarily of compensation, including salaries and benefits, sales commissions and stock-based compensation provided to our sales and marketing personnel, as well as facility costs and other related overhead costs; marketing programs; amortization of acquired intangibles; and travel costs.

 Sales and marketing expenses for the three months ended June 30, 2022 decreased by $7.0 million, or 25%, as compared to the same period in 2021. The decrease was primarily the result of a decrease in compensation costs of $4.1 million related to lower personnel costs in connection with our expense management efforts; a decrease of $3.1 million in promotional, advertising and other costs; and a decrease of $0.2 million in restructuring charges, partially offset by an increase in amortization of acquired intangibles of $0.4 million.

Sales and marketing expenses for the six months ended June 30, 2022 decreased by $12.4 million, or 22%, as compared to the same period in 2021. The decrease was primarily the result of a decrease in compensation costs of $7.1 million related to lower personnel costs in connection with our expense management efforts; a decrease of $5.3 million in promotional, advertising and other costs; and a decrease of $0.2 million in restructuring charges, partially offset by an increase in amortization of acquired intangibles of $0.2 million.

We expect sales and marketing expenses to remain relatively flat, in absolute dollars, as we continue to invest in sales and marketing in order to support our growth and business objectives.

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Research and Development

	Three Months Ended June 30,										Six Months Ended June 30,
(in thousands, except percentages)	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
Research and development	$	7,072		$	11,411		$	(4,339)	(38)	%	$	16,828		$	23,467		$	(6,639)	(28)	%
Percent of revenues	10		%	9		%					11		%	10		%

Research and development expenses consist primarily of compensation, including salaries, bonuses and benefits, and stock-based compensation provided to our engineering personnel, as well as facility costs and other related overhead costs; costs related to development of new products and the enhancement of existing products; and fees for design, testing, consulting, and other related services.

Research and development expenses for the three months ended June 30, 2022 decreased by $4.3 million, or 38%, as compared to the same period in 2021. The decrease was primarily due to an increase in capitalization of internal use software development costs of $3.1 million; a decrease in compensation of $1.4 million related to lower personnel costs in connection with our expense management efforts; offset by an increase in overhead expenses related to facilities and infrastructure support of $0.1 million, and an increase of $0.1 million in restructuring charges.

Research and development expenses for the six months ended June 30, 2022 decreased by $6.6 million, or 28%, as compared to the same period in 2021. The decrease was primarily due to an increase in capitalization of internal use software development costs of $4.5 million; a decrease in compensation of $2.0 million related to lower personnel costs in connection with our expense management efforts; and a decrease in overhead expenses related to facilities and infrastructure support of $0.2 million, partially offset by an increase of $0.1 million in restructuring charges.

We believe that continued investment in technology is critical to attaining our strategic objectives, and we intend to balance our investment in research and development with our continued operational and cost optimization efforts. However, we expect research and development expenses, in absolute dollars, to decline in future periods as we consolidate our engineering function to drive efficiencies. Over the long term, we plan to continue to expand our tools and products that will enable our business to scale and provide more offerings to our customers.

General and Administrative

	Three Months Ended June 30,										Six Months Ended June 30,
(in thousands, except percentages)	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
General and administrative	$	42,869		$	15,009		$	27,860	186	%	$	65,577		$	27,842		$	37,735	136	%
Percent of revenues	62		%	12		%					44		%	12		%

General and administrative expenses consist primarily of compensation, including salaries, bonuses and benefits, and stock-based compensation provided to our executives, finance, legal, human resource and administrative personnel, as well as facility costs and other related overhead costs; and fees paid for professional services, including legal, tax, accounting services, and other related services.

 General and administrative expenses for the three months ended June 30, 2022 increased by $27.9 million, or 186%, as compared to the same period in 2021. The increase was primarily due to an increase in stock-based compensation costs of $12.0 million related to the stock option, RSU award and PSU award modifications for our former CEO in connection with his separation agreement; an increase of $4.8 million related to litigation settlements; an impairment charge related to certain long-lived and right-of-use assets of $3.9 million due to the exit of occupancy of office space; shareholder activism response costs of $3.7 million; an increase in restructuring charges of $2.5 million related to severance for impacted employees; and an increase in other

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administrative expenses of $1.8 million; partially offset by a decrease in acquisition related costs of $0.5 million and a decrease in professional service fees of $0.3 million.

General and administrative expenses for the six months ended June 30, 2022 increased by $37.7 million, or 136%, as compared to the same period in 2021. The increase was primarily due to an increase in stock-based compensation costs of $12.0 million related to the stock option, RSU award and PSU award modifications for our former CEO in connection with his separation agreement; an impairment charge related to certain long-lived and right-of-use assets of $10.0 million due to the exit of occupancy of office space; shareholder activism response costs of $5.1 million; an increase of $4.8 million related to litigation settlements; an increase in restructuring charges of $2.3 million related to severance for impacted employees; an increase in other administrative expenses of $1.5 million; an increase in professional service fees of $1.4 million including higher legal fees due to litigation matters; and an increase in compensation costs of $1.4 million; partially offset by a decrease in acquisition related costs of $0.8 million.

We expect general and administrative expenses, in absolute dollars, to decrease in future periods as we balance our investment in corporate infrastructure with our continued operational and cost optimization efforts.

Change in Fair Value of Contingent Consideration

	Three Months Ended June 30,										Six Months Ended June 30,
(in thousands, except percentages)	2022			2021			$ Change		% Change		2022			2021			$ Change		% Change
Change in fair value of contingent consideration	$	—		$	242		$	(242)	(100)	%	$	—		$	527		$	(527)	(100)	%
Percent of revenues	—		%	—		%					—		%	—		%

 During the three and six months ended June 30, 2022, we did not record any charge related to the change in fair value of contingent consideration. As of December 31, 2021, Ubimo's contingent consideration period ended upon achieving certain financial metrics. During the first quarter of 2022, we paid $24.7 million, and as such, no liability existed as of June 30, 2022.

During the three months ended June 30, 2021, we recorded a net charge of $0.2 million related to the re-measurement of contingent consideration associated with Ubimo, due to the increase in expected achievement of certain financial metrics over the contingent consideration period. During the six months ended June 30, 2021, we recorded a net charge of $0.5 million related to the re-measurement of contingent consideration associated with both Ubimo and Elevaate, due to the increase in expected achievement of certain financial metrics over the contingent consideration period.

Interest Expense and Other Income (Expense), Net

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands, except percentages)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Interest expense	$	(1,179)	$	(3,767)	2,588		(69)	%	$	(2,333)	$	(7,497)	$	5,164	(69)	%
Other income (expense), net	(417)		194		(611)		(315)	%	(381)		(34)		(347)		1,020	%
	$	(1,596)	$	(3,573)	$	1,977	(55)	%	$	(2,714)	$	(7,531)	$	4,817	(64)	%

 Interest expense is primarily related to the convertible senior notes, promissory note and finance lease obligations. Interest expense for the three and six months ended June 30, 2022 decreased by $2.6 million and $5.2 million, respectively, primarily due to the adoption of ASU 2020-06, under which

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guidance the Company no longer incurs interest expense related to the accretion of the debt discount associated with the convertible note. Refer to Note 2 for further details related to the adoption of the new standard.

Other income (expense), net consists primarily of interest income on U.S. Treasury Bills held as cash equivalents and banking-related fees. The increase in other income (expense), net during the three and six months ended June 30, 2022, as compared to the same period in 2021, was due to the effect of re-measuring balances in foreign currency due to exchange rate fluctuations.

Provision for Income Taxes

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands, except percentages)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Provision for income taxes	$	2,346	$	218	$	2,128	976	%	$	2,512	$	467	$	2,045	438	%

The provision for income taxes of $2.3 million and $2.5 million for the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2021, respectively, was primarily attributable to our foreign operations, amortization of tax-deductible goodwill from prior acquisitions, and state taxes.

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Liquidity and Capital Resources

We have financed our operations and capital expenditures through cash flows from operation as well as from the proceeds from the issuance of convertible senior notes in 2017. As of June 30, 2022, our principal source of liquidity was cash and cash equivalents of $214.9 million, which was held for working capital purposes. Our cash equivalents are comprised primarily of money market funds.

We have incurred and expect to continue to incur legal, accounting, regulatory compliance and other costs in future periods as we continue to invest in corporate infrastructure and in connection with litigation matters. We intend to continue to manage our operating expenses in line with our existing cash and available financial resources. In July 2022, we initiated a workforce reduction plan in connection with our ongoing business transformation efforts. Under this plan, we eliminated approximately 7% of our regular, full-time, global workforce, which we anticipate will generate annual cost savings of approximately $19.0 million.

Some of our agreements with retailers include an upfront payment for exclusive rights for the term of the agreement. These payments are generally recognized as an expense or as a contra-revenue item over the term of the exclusive right benefit.

In addition, some of our agreements with retailers include certain guaranteed distribution fees which, in some cases, may apply to multiple annual periods. If the adoption and usage of our platforms do not meet projections or minimums, these guaranteed distribution fees may not be recoverable and any shortfall may be payable by us at the end of the applicable period. We considered various factors in our assessment including our historical experience with the transaction volumes through the retailer and comparative retailers, ongoing communications with the retailer related to the retailer's marketing efforts to promote the digital platform, and revenues and associated revenue share payments for the particular retailer relationship that were projected. For example, in 2020 the Company's efforts to implement, with Albertsons, one of our solutions resulted in multiple disputes being raised by each of the parties against the other, one of which disputes resulted in the Company not being able to meet the contractual minimum at the end of the applicable period under the agreement. In order to resolve certain of the disputes regarding the parties' respective obligations, we recognized a loss of $8.8 million during the year ended December 31, 2020. This loss was included in cost of revenues on our consolidated statements of operations. During the second quarter of 2021, the Company notified Albertsons that, due to Albertsons' failure to meet certain obligations under the agreement, the Company is not obligated to meet the contractual minimums for the period that ended in October 2021. In connection with renewal discussions between the parties, we received a letter in October 2021 from Albertsons notifying us of their intent to early terminate our agreement related to the delivery of promotions and media campaigns, effective December 31, 2021. We informed Albertsons that we disputed their right to terminate the agreement prior to March 31, 2022. On November 16, 2021, the Company notified Albertsons it was terminating the Agreement effective November 18, 2021, due to Albertsons’ failure to cure its material breach of the Agreement. Consistent with its offer, the Company continued to provide certain services past the termination date for the benefit of its CPG customers; and ceased providing the last of such services on February 26, 2022. The parties are currently in litigation, presently having entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. If the contractual minimum applicable to the period that ended in October 2021 is enforceable, the Company may recognize a loss that, depending on a variety of factors, is estimated to be as high as $8.5 million.

In November 2017, we issued $200.0 million aggregate principal amount of 1.75% convertible senior notes due 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the “Notes”). The notes are unsecured obligations of the company and bear interest at a fixed rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. The notes will mature on December 1, 2022 ("Maturity Date"), unless earlier repurchased, redeemed, or converted in accordance with their terms. Our plan is to refinance the Notes prior to the Maturity Date. If the Notes are not refinanced prior to the Maturity date, we may not have the ability to meet our obligations as they become due. We have engaged in, and continue to engage in, discussions with potential lenders toward the goal of refinancing the Notes by November 1, 2022.

In November 2021, we entered into a Loan, Guaranty, and Security Agreement (the "ABL Credit Agreement", which prior to the First Amendment (as defined in the next paragraph) provided for an asset-backed revolving credit facility in the aggregate amount of $100.0 million and a sublimit for letters of credit of $10.0 million (the ABL Credit Agreement, as amended, the "ABL Facility"). The ABL Facility matures on November 17, 2026 with a springing

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maturity under certain circumstances as set forth in the First Amendment. As of June 30, 2022, there were no borrowings under the ABL Facility.

On August 5, 2022, we entered into a First Amendment and Limited Waiver to the ABL Credit Agreement (the "First Amendment"). The First Amendment, among other things, waived an event of default that occurred as a result of the Company's non-compliance, as of June 30, 2022, with a covenant requiring us to maintain a minimum fixed charge coverage ratio ("FCCR") of 1.0 over a lookback period of twelve months measured from June 30, 2022. The First Amendment also amended such FCCR covenant for the next three quarters and requires the original FCCR requirement to resume beginning the quarter-ended June 30, 2023, and to maintain such covenant requirement with respect to all succeeding quarters. See Part II, Item 5 of this Report for more information regarding the First Amendment including the specifics of the FCCR covenant modifications.

In addition, the First Amendment (i) redefined the term "Termination Date" to extend the springing maturity date, to November 1, 2022, that is triggered in the absence of a refinancing of our 1.75% Convertible Senior Notes due 2022 ("Notes") and to remove, as an option to avoid the triggering of the revised springing maturing date, a cash payoff occurring later than September 1, 2022; (ii) reduced the aggregate principal amount available for borrowing to up to $50.0 million; and (iii) included a temporary $5.0 million reduction in funding available, otherwise known as an availability block, based on our FCCR.

As of June 30, 2022, the Borrowing Base, as defined in the ABL Facility, was $37.6 million taking into account the temporary $5.0 million availability block described above.

We believe our existing cash, cash equivalents and cash flow from operations, and access to financing sources, including our amended ABL Facility, will be sufficient to meet our existing and expected future scheduled debt repayment obligations, working capital and capital expenditure needs for the next 12 months and beyond. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. In the event future additional financing is required from outside sources beyond those levels currently contemplated, we may not be able to raise it on terms acceptable to us or at all. During the period of uncertainty and volatility related to the COVID-19 pandemic, we will continue to monitor our liquidity. See Part II, Item 1A, Risk Factors, for an additional discussion of risks related to COVID-19.

Cash Flows

The following table summarizes our cash flows for the periods presented (in thousands):

	Six Months Ended June 30,
	2022		2021
Net cash (used in) provided by operating activities	$	(6,070)	$	17,501
Net cash used in investing activities	(8,161)		(6,426)
Net cash (used in) provided by financing activities	(8,459)		4,396
Effect of exchange rates on cash and cash equivalents	215		76
Net (decrease) increase in cash and cash equivalents	$	(22,475)	$	15,547

Operating Activities

Cash from operating activities relates to our net income or loss for the period, adjusted for net non-cash income or expenses and changes in our operating assets and liabilities.

During the six months ended June 30, 2022, net cash used in operating activities of $6.1 million reflected our net loss of $69.7 million, adjusted for net non-cash expenses of $48.7 million, and cash used as a result of changes in working capital of $14.9 million. Non-cash expenses included depreciation and amortization, stock-based compensation, amortization of debt discount and issuance costs, allowance (recovery) for credit losses, deferred income taxes, change in fair value of contingent consideration, impairment of long-lived and right-of-use assets, and other non-cash expenses, including amortization of right-of-use asset, amortization of deferred cost, and loss on disposal of property and equipment. The primary uses of cash from working capital items included a decrease in accounts payable and other liabilities of $28.9 million due to timing of services and payments including payment for

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a deferred cost related to a retailer agreement, a Ubimo contingent consideration payment of $19.0 million related to the changes in fair value over the contingent consideration period, a decrease in accrued compensation and benefits of $6.3 million due to annual bonus payouts, a decrease in deferred revenues of $7.7 million due to lower billings for campaigns, and an increase in prepaid expenses and other assets of $2.1 million, partially offset by a decrease in accounts receivable of $78.9 million due to timing of invoicing and collections.

Investing Activities

Purchases of property and equipment may vary from period-to-period due to the timing of the expansion of our operations, the addition of headcount and the development activities related to our future offerings. We expect to continue to invest in property and equipment and in the further development and enhancement of our software platform for the foreseeable future. In addition, from time to time, we may consider potential acquisitions that would complement our existing service offerings, enhance our technical capabilities or expand our marketing and sales presence. Any future transaction of this nature could require potentially significant amounts of capital or could require us to issue our stock and dilute existing stockholders.

During the six months ended June 30, 2022, net cash used in investing activities of $8.2 million reflected purchases of property and equipment, which includes technology hardware and software to support our growth as well as capitalized software development costs.

Financing Activities

Our financing activities consisted primarily of payments made for shares withheld to cover payroll withholding taxes relating to the vesting of RSUs and the issuance of shares of common stock upon the exercise of stock options.

During the six months ended June 30, 2022, net cash used in financing activities of $8.5 million reflected $5.7 million in payments for Ubimo contingent consideration (initially measured and included as part of purchase consideration on the date of acquisition), payments made for shares withheld to cover the required payroll withholding taxes of $3.5 million in connection with vesting of equity grant awards, and payments on promissory note and finance lease obligations of $0.1 million, partially offset by proceeds received from issuance of common stock of $0.8 million.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2022.

Contractual Obligations and Commitments

Refer to Note 8 and Note 13 of our notes to condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q for further information. There have been no significant changes outside the ordinary course of business during the three and six months ended June 30, 2022 to our commitments and contingencies disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K, other than the litigation settlements in which the Company recorded an accrual of $4.8 million as of June 30, 2022.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

There were no significant changes in our critical accounting policies and estimates during the three and six months ended June 30, 2022, as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K.

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Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, restructuring accruals, legal contingencies, deferred income taxes and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements.

The COVID-19 pandemic has created and may continue to create uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for our advertising business and adversely impact our results of operations, even in light of ongoing vaccination efforts. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements.

Recently Issued and Adopted Accounting Pronouncements

Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements contained in this Form 10-Q for further information.

Item 3.         Quantitative and Qualitative Disclosures About Market Risk.

During the three and six months ended June 30, 2022, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K, for a more complete discussion on the market risks we encounter.

Item 4.         Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our CEO and our chief financial officer (“CFO”), after evaluating the effectiveness of our “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2022, have concluded that our disclosure controls and procedures were effective at the reasonable assurance level and are effective to provide reasonable assurances that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, during the second quarter of 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures or our internal controls are not designed to prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II - OTHER INFORMATION

Item 1.         Legal Proceedings.

For a discussion of legal proceedings, see Note 13, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

Summary of Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully under "Item 1A. Risk Factors" below and include, but are not limited to, risks related to:

Risks Related to Our Business

•We have incurred net losses since inception and we may not be able to generate sufficient revenues to achieve or subsequently maintain profitability.

•We may not achieve revenue growth, including as a result of changes to our business model.

•Our revenue and business will be negatively affected if we fail to retain and expand our relationships with retailers, if we fail to obtain commitment and support for our platforms from retailers, and if we do not successfully renegotiate or amend retailer agreements.

•Our revenue and business will be negatively affected if we fail to develop, increase the number of and expand relationships with network partners that contribute to the growth of audiences engaging on our platforms.

•The loss or decrease in spending by any significant customer, or the loss or decrease in support from any significant partner, could materially and adversely affect our revenues, results of operations and financial condition.

•If the distribution, revenue sharing or other fees that we pay increase, or if we are unable to meet contractual minimums under guaranteed distribution fee arrangements, our gross profit and business will be negatively affected.

•Our gross margins are dependent on many factors, some of which are not directly controlled by us.

•We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

•If we are unable to successfully respond to changes in the digital promotions market, our business could be negatively affected.

•If we fail to maintain and expand the use by consumers of digital promotions on our platforms, our revenues and business will be negatively affected.

•Competition presents an ongoing threat to the success of our business.

•We depend in part on advertising agencies as intermediaries, and if we fail to develop and maintain these relationships, our business may be negatively affected.

•Our failure to attract, integrate and retain other highly qualified personnel in the future could harm our business, and in the near term is an increasing challenge due to market conditions and strategic transitions in our business.

•The effects of health epidemics, including the COVID-19 pandemic, have had, and may continue to have, an adverse impact on our business, operations and the markets and communities in which we and our partners operate.

•Acquisitions, joint ventures and strategic investments could result in operating difficulties, dilution and other harmful consequences.

•If we fail to effectively manage our growth, our business and financial performance may suffer.

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•If our websites or those of our publishers fail to rank prominently in unpaid search results from search engines, traffic to our websites could decline and our business would be adversely affected.

•Failure to deal effectively with fraudulent or other improper transactions could harm our business.

•Indemnity provisions in various agreements and our corporate documents potentially expose us to substantial liability for intellectual property infringement and other claims.

•Our business depends on strong brands, and if we are not able to maintain and enhance our brands, or if we receive unfavorable media coverage, our ability to retain and expand our number of advertisers, retailers and consumers will be impaired and our business and operating results will be negatively affected.

Risks Related to Government Regulation, Tax Law or Accounting Standards

•Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or our actual and perceived failure to comply with these laws, regulations and industry standards could substantially harm our business and results of operations.

•If our estimates or judgements relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

•Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.

Risks Related to Our Platforms, Technology and Intellectual Property

•If our security measures or information we collect and maintain are compromised or publicly exposed, advertisers, retailers and consumers may curtail or stop using our platforms and we could be subject to claims, penalties and fines.

•Our ability to generate revenue and properly capture the occurrence of certain revenue-generating events depends on the collection, reliability, and use of significant amounts of data from various sources, which may be restricted by consumer choice, restrictions imposed by retailers, publishers and browsers or other software developers, changes in technology, and new developments in laws, regulations and industry requirements or standards.

•If the use of mobile device identifiers, third-party cookies or other tracking technology is rejected by consumers, restricted by third parties outside of our control or otherwise subject to unfavorable regulation, the benefits of our offerings and solutions could diminish, our data and media acquisition costs could increase, and we could lose customers and revenue.

•Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our platforms, including our websites and mobile applications, and any significant disruption in service could result in a loss of advertisers, retailers and consumers.

•We may not be able to adequately protect our intellectual property rights.

•We may be accused of infringing intellectual property rights of third parties.

•Some of our solutions contain open-source software, which may pose particular risks to our proprietary software and solutions.

Risks Related to Ownership of our Common Stock

•The market price of our common stock has been, and is likely to continue to be, subject to wide fluctuations and could subject us to litigation.

•Our tax benefits preservation plan, which will remain in effect until January 2, 2023, may reduce the volume of trading in our stock because it limits the ability of persons or entities from acquiring a significant percentage of our outstanding stock.

•Our business could be negatively affected as a result of actions of stockholders.

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Risks Related to Debt Financing Transactions

•We are leveraged financially, which could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to satisfy our future growth, business needs and development plans.

General Risks

•Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

•Global economic conditions could materially adversely affect our revenue and results of operations.

Item 1A. Risk Factors.

Our operations and financial results are subject to various risks and uncertainties, including those described below, which could adversely affect our business, results of operations, cash flows, financial conditions, and the trading price of our common stock. The risks described below are not the only risk facing us. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition, results of operations and prospects.  

Risks Related to Our Business

We have incurred net losses since inception and we may not be able to generate sufficient revenues to achieve or subsequently maintain profitability.

We have incurred net losses of $45.6 million and $65.4 million in 2021 and 2020, respectively, and incurred net losses of $43.4 million and $69.7 million for the three and six months ended June 30, 2022, respectively. We have an accumulated deficit of $526.8 million as of June 30, 2022. We anticipate that our costs and expenses will increase in the foreseeable future as we continue to invest in:

•retailer partnerships;

•network growth;

•sales and marketing;

•research and development, including new product development;

•our technology infrastructure, business processes, and automation;

•general administration, including legal and accounting expenses related to our growth and continued expenses;

•expanding into new markets and verticals; and

•strategic opportunities and commercial relationships.

For example, we have incurred and expect to continue to incur expenses in developing and retaining retailer partnerships and developing self-service capabilities and automation. We may not succeed in increasing our revenues sufficiently to offset these expenses.

If we are unable to execute our growth strategy and gain efficiencies in our operating costs, our business could be adversely impacted. We cannot be certain that we will be able to attain or maintain profitability on a quarterly or annual basis. If we are unable to effectively manage these risks and difficulties as we encounter them, our business, financial condition and results of operations may suffer.

We may not achieve revenue growth, including as a result of changes to our business model.

We may not be able to achieve revenue growth, and we may not be able to generate sufficient revenues to achieve profitability. Historically the growth rate of our business, and as a result, our revenue growth, has varied from quarter-to-quarter and year-to-year, and we expect that variability to continue, particularly as we transform our business model from primarily managed services to more self-service and automated solutions through our

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platforms. We are also implementing transitions in our promotions pricing, from a cost-per-acquisition model to a duration-based model.

Business model changes such as these carry operational risks, and our expectations regarding the execution, success, timing, and impact of these changes may not be met. For example, an operational risk relating to our shift to self-service and automated solutions is that these new offerings may not be preferred by advertisers and retailers to alternative offerings from our competitors.

There are also financial risks, such as our ability to establish metrics and forecast performance targets associated with these business model changes. We may not, accordingly, realize financial targets based on the business model changes, and as a result our results of operations could be negatively impacted.

Our revenues may also fluctuate due to changes in marketing budgets of advertisers and retailers, and the timing of their marketing spend. Marketing spend by advertisers is considered the most flexible and easiest to cut, and advertisers can change their spend without notice, which can result in our inability to anticipate such fluctuations. For example, unspent budgets at the end of a CPG’s fiscal year, or budget pressures including those related to inflation and continuing supply chain issues, may lead to, respectively, unexpected increased or reduced spending on our platforms.

Decisions by advertisers or retailers to delay or reduce their digital marketing on our platforms or choose a solution from one of our competitors; changes in our fee arrangements with CPGs, retailers and other commercial partners, or the termination of a partnership with a retailer, such as the termination of our relationship with Albertsons, could also slow our revenue growth or reduce our revenues. For instance, beginning in mid-March of 2020, decisions by CPGs and retailers to mostly pause or delay, and in some cases cancel, marketing campaigns due to the uncertainty, supply-chain disruption, and consumer purchasing behavior changes caused by the COVID-19 pandemic had an adverse impact on our revenue and revenue growth for the second quarter of 2020. While CPGs and retailers resumed digital marketing in the second half of 2020 generally, certain CPGs and retailers still are experiencing supply chain disruption, and brands and retailers currently are experiencing increasing inflationary pressures that are increasing their costs, which in turn have reduced advertising spend generally and have negatively impacted many segments of the advertising and adtech industry of which we are a part. Accordingly, we may continue to see reduced digital marketing levels and postponed or cancelled campaigns. Such reductions in advertising spend could also be exacerbated if COVID-19 outbreaks persist or, more broadly, the pandemic worsens.

Our business is complex and evolving. We may offer new capabilities, pricing, service models, process and delivery methods to advertisers and retailers. These new capabilities may change the way we generate and/or recognize revenue, which could impact our operating results. For example, we have announced that we are shifting our focus away from a lower-margin, labor-intensive managed services business and are moving towards more self-service and platform-based solutions. As a result of these changes, and the application of the accounting rules relating to such changes, we are recognizing certain media revenue on a net basis as compared to the prior recognition on a gross basis. As another example, we are shifting from a cost-per-acquisition pricing model for promotions to non-quantity-based-pricing models, such as duration-based promotions.

We believe that our continued revenue growth will depend on our ability to:

•successfully execute on our shift away from a lower-margin, labor-intensive services business and towards more self-service and platform-based solutions;

•increase our share of advertiser spend on promotions and media through our platforms, increase the number of brands that are using our platforms within each advertiser or CPG, and expand our advertiser or CPG base;

•maintain and grow retailers in our network, increase the number of network partners in our network, and expand our network with new verticals;

•adapt to industry changes in, and the evolution of, retail media networks as well as how CPGs leverage such networks;

•succeed with new pricing models, such as our shift to time-based (e.g. duration-based) promotions pricing;

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•adapt to changes in marketing goals, strategies and budgets of advertisers and retailers, and the timing of their marketing spend;

•capitalize on the shift from offline to digital marketing and growth in e-commerce;

•maintain and expand our data rights with our retailer network;

•successfully execute and expand our digital media solutions in retail performance media, social influencer marketing, sponsored product search, DOOH, and programmatic media;

•successfully execute and expand our promotions solutions in national promotions, in-lane, targeted promotions, national rebates, and loyalty rewards programs;

•demonstrate the value of our platforms through trusted measurement metrics;

•maintain and grow the size of our targetable audience;

•respond to changes in the legislative or regulatory environment, including with respect to privacy and data protection, or enforcement by government regulators, including fines, orders, or consent decrees;

•deploy, execute, and continue to develop our analytics capabilities;

•expand the use by consumers of our media and promotions offerings;

•successfully integrate our newly acquired companies into our business;

•innovate our consumer solutions and experiences to retain and grow our consumer base;

•expand the number, variety, quality, and relevance of promotions available on our platforms and through our network;

•increase the awareness of our brands, and earn and build our reputation;

•hire, integrate, train and retain talented personnel;

•effectively manage scaling and international expansion of our operations; and

•successfully compete with existing and new competitors.

However, we cannot provide assurance that we will successfully accomplish any of these actions. Failure to do so could harm our business and cause our operating results to suffer.

Our revenue and business will be negatively affected if we fail to retain and expand our relationships with retailers, if we fail to obtain commitment and support for our platforms from retailers, and if we do not successfully renegotiate or amend retailer agreements.

The success and scale of our platforms depend on our strategic relationships with retailers. The success and scale of our platforms also depends on the level of commitment and support for our platforms from retailers. For example, retailers are increasingly interested in bringing retail media and shopper programs in house. If we are unable to adapt to this evolution of retail media and maintain and grow retailer support for our platforms and solutions, our business and revenue will be adversely impacted.

Renewals or amendments of existing retailer relationships may become more challenging for us in light of our business model and pricing changes. These changes require restructuring our agreements and the way we operate with retailers and revenue arrangements for certain services. There is no assurance that retailers will agree to such changes, or that renewals or amendments will occur at all or on terms as favorable as the pre-renewal or pre-amendment terms. Should any such circumstance occur, our business could be adversely affected. More generally, if we do not expand these relationships, if we lose significant retailers, or if we do not add new retailers to our platforms, our business will be negatively affected.

For instance, our revenue and growth may be adversely impacted if retailers do not support our platforms. The success of our platforms requires integration with a retailer’s POS, loyalty programs and consumer channels. Certain platform capabilities may require integration with other retailer systems as well. This integration requires time and effort from the retailer; and may require us to work with a retailer’s third-party service providers, some of whom may be our competitors. In addition, the success of our platforms requires consumer and advertiser adoption which requires significant marketing and other support from retailers, including retailer programs that drive more advertiser spend on our platforms. If retailers do not provide sufficient or timely resources and support, platform

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launches could be delayed and consumer and/or advertiser adoption could be slow or minimal, which would negatively impact our revenue, costs of revenue, and recoverability of certain assets. As an example, delays in the launch of in-lane promotions and sponsored search and display adversely impacted our revenue growth for the second half of 2019. Also, our revenue was negatively affected in the first half of 2020 when retailers mostly paused or delayed, and in some cases cancelled, marketing campaigns on our platforms in response to supply-chain challenges and out-of-stock product at shelf, consumer purchasing behavior changes, and other issues resulting from the COVID-19 pandemic.

The success of our platforms also depends in part on our use of consumer sales data provided by retailers, our access to retailer consumer channels, the size and quality of retailer audiences, and the national scale and reach of our retailer network. If we fail to secure, or are found to be in violation of the terms of, such data, access and scale, we could lose access to retailer data and our platforms would be less valuable to advertisers and other business partners.

In addition, we depend on retailers to comply with laws, regulations and industry standards relating to privacy and the use of consumer data. If we and our retail partners cannot timely respond to legal, regulatory and industry changes, or if retailers decide to limit or prohibit use of their data to comply with such changes, our revenue and growth would be impaired. For instance, if in response to changes in state privacy laws such as the California Consumer Privacy Act of 2018 (the " CCPA"), business partners contractually prohibit the “sale” (as defined in the CCPA) of loyalty program data, or if retailers otherwise materially restrict our use of sales and loyalty card data in light of the CCPA or similar laws or regulations, our business will be negatively affected. See the risk factor below titled “Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or failure by us to comply with these laws, regulations and industry standards could substantially harm our business and results of operations” for additional information.

Our sales cycle with retailers tends to be long. We may make investments and incur significant expenses before an agreement or renewal with a retailer is reached, if at all, and before we are able to generate any revenue from such agreement or renewal. There are no guarantees that we will be able to recoup such investments and expenses, which would have an adverse effect on our business, financial condition and results of operations.

Our revenue and business will be negatively affected if we fail to develop, increase the number of and expand relationships with network partners that contribute to the growth of audiences engaging on our platforms.

The success and scale of our platforms also depends on growing our publishing network of retailer and non-retailer partners, which we sometimes refer to as network partners. These network partners are a significant factor in our effort to increase audience and volume on our platforms and thereby enable our network to deliver the scale and reach that advertisers, and the advertising agencies that sometimes act on their behalf, are seeking. These partners can also be important in connection with the launch and marketing of new offerings, such as our self-service and automated solutions. If we are unable to grow our network or our network partners do not increase our aggregate audience reach and drive volume on our platforms, our revenue and business may be negatively impacted.

The loss of or decrease in spending by any significant customer, or the loss of or decrease in support from any significant partner, could materially and adversely affect our revenues, results of operations and financial condition.

Our business is exposed to risks related to customer concentration, particularly among advertisers, and partner concentration, particularly among retailers. The loss of or decrease in spending by any of our significant customers, or the loss of or decrease in support from any of our significant partners, or a deterioration in our relationships with any of them, could materially and adversely affect our revenues, results of operations and financial condition. As an example, the loss of a retailer, such as the termination of our partnership with Albertsons, negatively impacts the amount that advertisers spend on our platforms.

If the distribution, revenue sharing or other fees that we pay increase, or if we are unable to meet contractual minimums under guaranteed distribution fee arrangements, our gross profit and business will be negatively affected.

We generally pay a distribution fee to retailer and non-retailer partners in our publishing network when we deliver media and promotions on their digital properties or through their loyalty programs. We also pay fees to

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retailers for use of their data to power our platforms. Such fees have increased as a percentage of our revenue in recent periods. As we renew agreements or enter into new ones, we may face pressure to pay higher distribution fees. If such fees continue to increase, our cost of revenue could increase and our operating results would be adversely affected. In addition, calculations of such fees are complex and if network partners disagree with our calculations in an audit, the result of such disagreement could have an adverse impact on our business.

In addition, some of our agreements with retailers include certain upfront fees/payments or guaranteed distribution fees, which, in some cases, may apply to multiple annual periods. If the adoption and usage of our platforms do not meet projections or minimums, these fees may not be recoverable and any shortfall, if applicable, may be payable by us at the end of the applicable period. We consider various factors in our assessment of whether these upfront or guaranteed distribution fees may not be recoverable, including our historical experience with the transaction volumes through the retailer and comparative retailers, ongoing communications with the retailer to increase its marketing efforts to promote our digital platforms, as well as the projected revenue and associated revenue share payments. For example, in 2020, the Company's efforts to implement, with Albertsons, one of the Company’s solutions resulted in multiple disputes being raised by each of the parties against the other, one of which disputes resulted in the Company not being able to meet the contractual minimum at the end of the applicable period under the agreement. In order to resolve certain of the disputes regarding the parties' respective obligations, the Company recognized a loss of $8.8 million during the year ended December 31, 2020. During the second quarter of 2021, the Company notified Albertsons that, due to Albertsons failure to meet certain obligations under the agreement, the Company is not obligated to meet the contractual minimums for the period that ended in October 2021. In connection with renewal discussions between the parties, we received a letter from Albertsons in October 2021 notifying us of their intent to early terminate our agreement related to the delivery of promotions and media campaigns, effective December 31, 2021. We informed Albertsons that we disputed their right to terminate the agreement prior to March 31, 2022. On November 16, 2021, the Company notified Albertsons it was terminating the Agreement effective November 18, 2021, due to Albertsons’ failure to cure its material breach of the Agreement. Consistent with its offer, the Company continued to provide certain services past the termination date for the benefit of its CPG customers; and ceased providing the last of such services on February 26, 2022. The parties are currently in litigation, presently having entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. If the contractual minimum applicable to the period that ended in October 2021 is enforceable, the Company may recognize a loss that, depending on a variety of factors, is estimated to be as high as $8.5 million.

Our gross margins are dependent on many factors, some of which are not directly controlled by us.

The factors potentially affecting our gross margins include:

•impacts of changes in our business model including transitioning the pricing of promotions offerings from cost-per-acquisition to duration-based pricing, and the degree and timing of advertiser and retailer response to this transition, and also increasing the proportion of self-service and automated offerings;

•business model or solution delivery changes, with respect to a portion of our offerings, that result in revenue being recognized on a net, as opposed to a gross, basis;

•our product mix, since we have significant variations in our gross margin among products and, accordingly, any substantial change in product mix could change our aggregate gross margin;

•growth and expansion of our lower-margin media products, including programmatic ads delivered through third-party ad-tech partners and publishers;

•our efforts to add higher-margin solutions to our suite of offerings;

•our ability to meet contractual minimums under guaranteed distribution fee arrangements;

•increasing costs of maintaining, expanding and adding retailer and other network partner relationships;

•increasing data acquisition and media acquisition costs;

•evolving fee arrangements with advertisers, as well as with retailer and other network partners, which might have an impact on our gross margins;

•success of our pricing strategies, including duration-based pricing strategies;

•our decision to exit higher margin non-strategic products or business lines;

•success of our investments in technology and automation, or through acquisitions to gain cost efficiencies;

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•increasing pricing pressures from competitors, advertisers and agencies representing advertisers; and

•success of higher-margin new products.

We have seen pressure on our gross margins, which we principally attribute to the factors described above and we expect this pressure to continue while our growth strategy evolves and our product mix continues to change. For instance, lower-margin media products have increased in our product mix, and we face margin pressure arising from increased media and data acquisition costs due, in part, to reduced inventory and increased consumer ability to opt out of permitting their personal information to be used for marketing purposes. See Risk Factor below entitled "If the use of mobile device identifiers, third-party cookies or other tracking technology is rejected by consumers, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, the benefits of our offerings and solutions could diminish, our data and media acquisition costs could increase and we could lose customers and revenue". Although we expect to gain leverage as our business expands, our platforms transition to self-service, and through automation, there is no guarantee that we will succeed.

We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Historically, our revenue growth has varied from quarter-to-quarter and year-to-year, and we expect that variability to continue. In addition, our operating costs and expenses have fluctuated in the past, and we anticipate that our costs and expenses will increase over time as we continue to invest in growing our business. Our operating results could vary significantly from quarter-to-quarter and year-to-year as a result of these and other factors, many of which are outside of our control, and as a result we have a limited ability to forecast the amount of future revenue and expenses, which may adversely affect our ability to predict financial results accurately. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth, and especially uncertainty relating to our business model changes. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in changing industries. Our results of operations may fall below our estimates or the expectations of public market analysts and investors. Fluctuations in our quarterly operating results may lead analysts to change their long-term models for valuing our common stock, cause us to face short-term liquidity issues, impact our ability to retain or attract key personnel or cause other unanticipated issues, all of which could cause our stock price and the trading price of the convertible senior notes to decline. As a result of the potential variations in our quarterly revenue and operating results, we believe that quarter-to-quarter comparisons of our revenues and operating results may not be meaningful, and the results of any one quarter or historical patterns should not be considered indicative of our future sales activity, expenditure levels or performance.

In addition to other factors discussed in this section, factors that may contribute to the variability of our quarterly and annual results include:

•impacts of changes in our business model, including transitioning the pricing of promotions offerings from cost-per-acquisition to duration-based pricing and the degree of advertiser and retailer response to this transition, and increasing the proportion of self-service and automated offerings;

•business model changes that result in differences in accounting treatment, including whether revenue is recognized on a net or gross basis;

•a reduction in overall advertising spend by advertisers in reaction to rising inflation, continuing supply chain disruption and economic uncertainty, particularly in verticals that comprise a significant portion of our revenue such as the food category;

•our ability to adapt to changes in marketing goals, strategies and budgets of advertisers and retailers, and the timing of their marketing spend;

•our ability to maintain and grow the retailer component of our network, to expand our network with new verticals, and to increase our number of network partners and publishers;

•our ability to maintain and expand our data rights with our retailer network;

•our ability to leverage retailer demands to increase CPG spend on retailer performance media;

•adapt to industry changes in, and the evolution of, retail media networks as well as how CPGs leverage such networks;

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•the impact of competitors or competitive products and services, and our ability to compete in digital marketing;

•the impact of pricing pressures from our competitors, advertisers or CPGs, and agencies representing advertisers or CPGs;

•the impact of increasing media acquisition and data acquisition costs;

•the impact of litigation involving us, our industry or both, including investigations by regulators or claims made by our competitors or other third parties;

•reduction in demand or volatility in demand for one or more of our products, which may be caused by, among other things: delay or cancellation of marketing campaigns by advertisers and retailers as they focus on manufacturing in-demand products, replenishing out-of-stock items, adjusting to changes in consumer purchasing behavior, contending with supply-chain challenges, and other issues arising out of the COVID-19 pandemic;

•our ability to grow existing consumer usage of, and attract new consumers to, our digital promotion offerings and more generally to interactions with our platforms, including through our retailer partner sites and our publisher network;

•our ability to obtain and increase the number of high quality promotions;

•changes in consumer behavior with respect to digital promotions and media, how consumers access digital promotions and media, and our ability to develop applications that are widely accepted and generate revenues for advertisers, retailers and us;

•our ability to control costs including the costs of obtaining consumer data and investing, maintaining and enhancing our technology infrastructure;

•increased legal and compliance costs associated with data protection laws and regulations in various jurisdictions, including state privacy laws like the CCPA, which went into effect on January 1, 2020, or new state laws in Virginia, Colorado, Connecticut and Utah which go into effect in 2023, the invalidation of the EU-U.S. Privacy Shield framework and Swiss-U.S. Privacy Shield Framework in July 2020 and September 2020, respectively, and new follow-on compliance obligations;

•the costs of developing new products, solutions and enhancements to our platforms;

•whether new products successfully launch on time;

•our ability to manage our growth, including scaling our platforms;

•our ability to manage innovation, including extent of investments in and success in deploying new offerings, and our ability to manage transitions from legacy platforms and solutions to new platforms and solutions such as those with self-service and automation capabilities;

•the success of our sales and marketing efforts;

•the costs of successfully integrating acquired companies and employees into our operations;

•changes in the legislative or regulatory environment, including with respect to privacy and data protection, or enforcement by government regulators, including fines, orders, or consent decrees;

•our ability to deal effectively with fraudulent transactions or customer disputes;

•our ability to collect payment for services timely, as any significant persistence or worsening of the COVID-19 pandemic; supply chain challenges, and inflation may cause liquidity issues for some of our customers;

•the attraction and retention of qualified employees and key personnel, whether or not related to changes in U.S. immigration policies;

•the effectiveness of our internal controls; and

•changes in accounting rules, tax laws or interpretations thereof.

The effects of these factors individually or in combination, including the continuing uncertainty created by the COVID-19 pandemic, supply chain issues, inflation-related impacts, our business model changes and the resulting accounting changes, could cause our quarterly and annual operating results to fluctuate, as well as affect our ability

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to forecast those results and our ability to achieve those forecasts. As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet or exceeding the expectations of our investors or financial analysts for any period. In addition, we may release guidance in our quarterly earnings conference calls, quarterly earnings releases, investor day, or otherwise, based on predictions of our management, which are necessarily uncertain in nature. The guidance provided depends on our predictions relating to demand for our platforms, the rate and extent of market acceptance to our business model changes, maintaining and growing our retailer network and the cost of maintaining retailer partnerships, and the expansion of our network audience through publishing distribution and other partnerships, which predictions can fluctuate greatly and are beyond our control. Our guidance may vary materially from actual results. If our revenue or operating results, or the rate of growth of our revenue or operating results, fall below or above the expectations of our investors or financial analysts, or below or above any forecasts or guidance we may provide to the market, or if the forecasts we provide to the market are below or above the expectations of analysts or investors, the price of our common stock could decline or increase substantially. Such a stock price decline or increase could occur even when we have met our own or other publicly stated revenue or earnings forecasts. Failure to meet our publicly stated revenue or earnings forecasts, or even when we meet our own forecasts but fall short of analyst or investor expectations, could cause our stock price to decline and expose us to costly lawsuits, including securities class action suits. Such litigation against us could impose substantial costs and divert our management’s attention and resources. If we exceed our own or other publicly stated revenue or earnings forecasts, or even when we meet our own forecasts but exceed analyst or investor expectations, our stock price could increase.

If we are unable to successfully respond to changes in the digital promotions market, our business could be negatively affected.

As consumer demand for digital promotions has increased, promotion spending has shifted from traditional promotions through traditional offline or analog channels, such as newspapers and direct mail, to digital coupons. Although we expect advertisers to reduce and eventually stop spending on the offline free standing insert ("FSI"), our expectations regarding the timing of such change or our expectations that advertisers will shift some of their FSI budgets to our platforms or about the timing of such shifts, may not be accurate. It is also difficult to predict whether advertisers will decide to shift FSI budgets to other marketing channels if digital promotions lose favor with advertisers, retailers or consumers. For example, some large retailers do not yet use digital paperless promotions. In the event of these or any other changes to the market, our continued success will depend on our ability to successfully adjust our strategy to meet the changing market dynamics. We will need to continue to grow demand for our platforms by advertisers, retailers and consumers, including through continued innovation and implementation of new initiatives associated with digital promotions. If a retailer decides not to accept digital paperless promotions, if advertisers reduce spend in digital promotions, or if advertisers choose our competitors’ products and services, our business could be negatively affected.

If the demand for digital promotions does not continue to grow as we expect, or if we fail to successfully address this demand, our business will be harmed. For example, the growth of our revenue and gross margins require increasing or maintaining the number of brands that are using our promotions platforms within each CPG. If our projections regarding the adoption and usage of our promotions platforms by retailers, advertisers (including CPGs) and consumers do not occur or are slower than expected, our business, financial condition, results of operations and prospects will be harmed. Even if we are successful in driving the adoption and usage of promotions platforms by retailers, advertisers and consumers, if our fee arrangements (including the shift to duration-based pricing) or transaction volumes, or the mix and quality of offers, change or do not meet our projections, our revenues may be negatively affected. We expect that the market will evolve in ways which may be difficult to predict.

For example, if consumer demand for our national and shopper promotions or our mobile applications does not grow as we expect or decreases, our business may be negatively affected. Also, the success of our transitioning the pricing of promotions offerings from cost-per-acquisition to duration-based pricing depends on meeting forecasted campaign outcomes, and if we do not deliver the forecasted outcomes, advertisers may not respond to this pricing model transition to the degree we anticipate, and our business could be adversely impacted. More generally, if we are unable to grow or successfully respond to changes in the digital promotions market, our business could be negatively affected and our results of operations could be negatively impacted. Our revenues may also be negatively affected if we are unable to manage the pricing model transition, or if the growth of digital paperless coupons is slower than the decline in digital print coupons. Conversely, acceleration of this shift (for

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example, through greater-than-expected acceptance of digital paperless coupons by new retailers) could lead to unanticipated increases in revenue.

If we fail to maintain and expand the use by consumers of digital promotions on our platforms, our revenues and business will be negatively affected.

We must continue to maintain and expand the use by consumers of digital promotions on our owned-and-operated sites, on retailer sites and on our publisher network in order to increase the attractiveness of our platforms to advertisers and retailers, and to increase revenues and achieve profitability. If consumers do not perceive that we offer a broad selection of relevant and high-quality digital promotions, or that the usage of digital promotions is easy and convenient through our platforms, we may not be able to attract or retain consumers. In addition, as consumer behavior in accessing digital promotions changes and new distribution channels emerge, if we do not successfully respond and do not develop products or solutions that are widely accepted, we may be unable to retain consumers or attract new consumers, and as a result our business may suffer. One of our growth strategies is to increase the number of consumers using digital promotions on our platforms through growth and expansion of our publisher network. If we do not add new network partners or our partners do not experience increased consumer use of digital promotions on our platforms as expected, our revenues and business will be harmed. We also depend on our retail and other network partners to devote sufficient time, resources or funds to the promotion of our platforms and the marketing of our digital promotions to consumers. If we are unable to maintain and expand the use by consumers of digital promotions on our platforms and consumer properties, as well as the digital properties and channels of retailers and other publishers in our network, or if we do not do so to a greater extent than our competitors, advertisers may find that offering digital promotions on our platforms do not reach consumers with the scale and effectiveness that is compelling to them. Likewise, if retailers find that use of our platforms does not increase sales of the promoted products and consumer loyalty to the retailer to the extent they expect, the revenues we generate may not increase to the extent we expect, or may decrease. Any of these could harm our business. Additionally, consumer shopping behavior has changed as a consequence the COVID-19 pandemic. For instance, shoppers have minimized shopping trips, relied on online grocery shopping, and adjusted buying habits in response to their lifestyles having been impacted by the COVID-19 pandemic. To the extent consumers do not find our products compelling given changed consumer buying behavior, our business could be harmed.

Competition presents an ongoing threat to the success of our business.

We expect competition in digital marketing to continue to increase. This industry is competitive, fragmented and rapidly changing. We compete against a variety of companies with respect to different aspects of our business, including:

•providers of digital promotions such as Valassis Communications, Inc.; Catalina Marketing Corporation’s Cellfire; Inmar/You Technology; Neptune Retail Services’ (formerly known as News America Marketing) SmartSource; companies that offer cash back solutions such as iBotta, Inc.; and Neptune Retail Services’ Checkout 51;

•offline coupon and discount services, as well as newspapers, magazines and other traditional media companies that provide coupon promotions and discounts on products and services in FSIs or other forms, including Valassis Communications, Inc., Neptune Retail Services and Catalina Marketing Corporation;

•retailers who develop and manage, with or without a third-party vendor, digital advertising or data products in-house, such as Albertsons' recently-announced launch of the Albertsons Media Collective, or The Kroger Company ("Kroger") with its wholly owned subsidiary of 84.51°;

•companies offering online and marketing services to retailers and advertisers, such as Flipp Corp.; and

•companies offering digital advertising technology, inventory, data, and services solutions and channels for advertisers and retailers including: Meta Platforms, Inc.( doing business as Facebook), Alphabet, Inc. ("Alphabet"), Pinterest, Inc., Amazon.com, Inc. ("Amazon"), Adobe Inc., The Trade Desk Inc., Oracle Corporation, Criteo S.A., Microsoft Corporation, Publicis Groupe's CitrusAd, and others.

In certain instances, we have entered into, and in the future we may enter into, strategic alliances or partnerships with companies that are competitors in other areas of our business. We believe the principal factors that generally determine a company’s competitive advantage in our market include the following:

•scale and effectiveness of reach in connecting advertisers and retailers to consumers in a digital manner, through web, mobile and other digital properties;

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•scale and reach of a company's retailer network;

•scale and reach of a company's targetable audience data;

•ability to attract consumers to a company's platform;

•platform security, usability, scalability, reliability and availability;

•integration with retailer applications, POS systems, and consumer channels;

•access to consumer data;

•measurement that demonstrates the effectiveness of campaigns;

•quality of tools, reporting and analytics for planning, development and optimization of digital marketing campaigns;

•integration of products and solutions;

•rapid deployment of products and services for customers;

•breadth, quality and relevance of a company's solutions;

•ability to deliver high quality and increasing numbers of digital promotions that are widely available and easy to use in consumers’ preferred form;

•brand recognition and reputation; and

•ability to recruit, retain and train employees.

We are subject to competition from large, well-established companies which have significantly greater financial, marketing and other resources than we do, and which have offerings that compete with our platforms or may choose to offer digital promotions and media and audiences as an add-on to their core business on their own or in partnership with one of our competitors that would directly compete with ours. Many of our larger actual and potential competitors have the resources to significantly change the nature of the digital promotions industry to their advantage, which could materially disadvantage us. For example, Alphabet and Facebook, retailers such as Kroger and online retailers such as Amazon have highly trafficked industry platforms which they have leveraged, or could leverage, to distribute digital promotions and media that could negatively affect our business. In addition, these potential competitors may have greater access to first-party data, and may be able to respond more quickly than we can to new or emerging technologies and changes in consumer habits. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to attract more consumers and, as a result, more advertisers and retailers, and thereby generate revenues more effectively than we do. Our competitors may offer digital promotions or targeted media campaigns that are similar to the digital promotions and targeted media campaigns we offer or that achieve greater market acceptance than those we offer. We are also subject to competition from smaller companies that launch similar or new products and services that we do not offer and that could gain market acceptance. We may also face claims or lawsuits from our competitors. For example, in February 2021, Catalina Marketing Corporation filed a complaint against us, alleging that we engaged in predatory pricing practices and misleading communications with potential customers in connection with our in-lane promotions solution, and in June 2021, Result Marketing Group, Ltd. filed a complaint against us, alleging misappropriation of trade secrets, interference with contract, interference with prospective business relationships and unjust enrichment. While we believe that these claims are without merit, these matters could cause us to incur substantial costs and resources defending against the claims, could distract our management from our business and could cause uncertainty among our customers or prospective customers, all of which could have an adverse effect on our business, operating results and financial condition.

Our success depends on the effectiveness of our platforms in connecting advertisers and retailers with consumers, and in attracting consumer use of the digital promotions and media delivered through our platforms. To the extent we fail to provide digital promotions and media for high quality, relevant products, or otherwise fail to successfully reach consumers on their mobile devices or elsewhere, consumers may become dissatisfied with our platforms and decide not to use our digital promotions, not interact with our digital media, and/or elect to use or view instead the digital promotions and media distributed by one of our competitors. As a result of these factors, our advertisers and retailers may not receive the benefits they expect, advertisers may opt to use the offerings of one of our competitors, and retailers may elect to handle promotions and media themselves or exclude us from integrating with their in-store and POS systems or with consumer channels. In any of these circumstances, our operating

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results would be adversely affected. Similarly, if retailers elect to use a competitive distribution network or platform, or develop their own solution in-house and we do not have, or fail to maintain, an agreement to distribute content through that network or platform, advertisers may elect to provide digital promotions and media directly to that network or platform, instead of through our platforms. Additionally, if retailers and advertisers require our platforms to integrate with competitive offerings instead of using our products, we could lose some of our competitive advantage and our business could be negatively affected.

We also face significant competition for trade promotion and marketing spending. We compete against online and mobile businesses, including those referenced above, and traditional advertising outlets, such as television, radio and print, for marketing dollar spending (also referred to as "spend"). In order to grow our revenues and improve our operating results, we must increase our share of advertiser spending on digital promotions and media relative to traditional sources and relative to our competitors, many of whom are larger companies that offer more traditional and widely accepted media products.

We also directly compete with retailers who develop and manage, with or without a third-party vendor, digital advertising or data products in-house, such as Albertsons' recently-announced launch of the Albertsons Media Collective, or The Kroger Company with its wholly owned subsidiary of 84.51°. Specifically, many retailers market and offer their own digital advertising solutions, including retailer performance media, targetable audiences and sponsored search, directly to advertisers. We also compete with retailers directly and indirectly for consumer traffic. Retailers will market promotions and media directly to consumers using their own websites, email newsletters and alerts, mobile applications, and social media channels. Additionally, some retailers also market and offer their own digital promotions and media directly to consumers using our platforms for which we earn no revenue. Our retailers could be more successful than we are at marketing their own digital promotions and media, develop or expand their own in-house capabilities or decide to manage retailer performance media in-house, and accordingly could decide to terminate their relationship with us or renew the relationship on less favorable terms than existed previously.

We may face competition from companies we do not yet know about. If existing or new companies develop, market or offer competitive digital coupon solutions, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be negatively affected. For example, in March 2019, Inmar announced that it completed the acquisition of Kroger’s subsidiary You Technology and entered into a long-term service agreement to provide digital coupon services to the Kroger family of stores. Following this acquisition, Inmar terminated our agreement with You Technology as of December 2019. This adversely affected our ability to distribute digital promotions through You Technology, which generated less than 5% of our revenue in 2019.

We depend in part on advertising agencies as intermediaries, and if we fail to develop and maintain these relationships, our business may be negatively affected.

A growing portion of our business is conducted with advertising agencies acting on behalf of advertisers and retailers. Advertising agencies are instrumental in assisting advertisers and retailers to plan, manage and purchase media and promotions, and each advertising agency generally allocates media and promotion spend from advertisers and retailers across numerous channels. As advertising agencies represent the marketing budgets of multiple advertisers and retailers, we expect they will be able to exert more pricing pressure on us. We are still developing relationships with, and do not have exclusive relationships with, advertising agencies and we depend in part on advertising agencies to work with us as they embark on marketing campaigns for advertisers and retailers. While in most cases we have developed relationships directly with advertisers and retailers, we nevertheless depend in part on advertising agencies to present to their advertiser and retailer clients the merits of our platforms.

Because they act on behalf of our advertiser customers, advertising agencies are an area of business focus for us, not only as regards utilization of our legacy platforms but also, and especially, our newer self-service and automated solutions. Accordingly, inaccurate descriptions of our legacy or newer self-service/automated platforms by advertising agencies, over whom we have no control; negative recommendations by advertising agencies regarding use of our offerings; or failure by advertising agencies to mention our platforms at all could hurt our business. In addition, if an advertising agency is disappointed with our platforms on a particular campaign or generally, we risk losing the business of the advertiser or retailer for whom the campaign was run, and the business of other advertisers and retailers represented by that agency. Since many advertising agencies are affiliated with other advertising agencies in a larger corporate structure, if we fail to develop and maintain good relations with one advertising agency in such an organization, we may lose business from the affiliated advertising agencies as well.

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Our sales could be adversely impacted by industry changes relating to the use of advertising agencies. Moreover, to the extent that we do not have a direct relationship with advertisers or retailers, the value we provide to advertisers and retailers may be attributed to the advertising agency rather than to us, further limiting our ability to develop long-term relationships directly with advertisers and retailers. Advertisers and retailers may move from one advertising agency to another, and we may lose the underlying business. The presence of advertising agencies as intermediaries between us and the advertisers and retailers thus creates a challenge to building our own brand awareness and affinity with the advertisers and retailers that are the ultimate source of our revenues. In addition, advertising agencies conducting business with us could develop similar digital marketing solutions. As such, these advertising agencies are, or may become, our competitors. If they further develop their own capabilities, they may be more likely to offer their own solutions to advertisers, and our ability to compete effectively could be significantly compromised and our business, financial condition and operating results could be adversely affected.

Our failure to attract, integrate and retain other highly qualified personnel in the future could harm our business, and in the near term is an increasing challenge due to market conditions and strategic transitions in our business.

As an industry-leading digital promotions and media company we compete for sales, engineering and other technical talent in a highly competitive environment against large, well-established technology companies and well-funded start-ups, which have significantly greater financial and other resources than we do. If we do not succeed in attracting, hiring and integrating qualified personnel, or motivating and retaining existing personnel, we may be unable to grow effectively and our operating results may be harmed. We initiated a reduction-in-force in July 2022 which impacted 7% of our global workforce, and at present we have imposed limits on new hiring.

Following the easing of the COVID-19 pandemic restrictions in 2021, we have experienced higher employee attrition and an increasingly competitive market for talent, as factors associated with the so-called Great Resignation have impacted our company as they have other companies. In addition, if changes in our business such as the transformation of our business strategy and business model and the related operational changes in various areas of our business such as sales, cause us to experience a higher-than-anticipated attrition in certain key areas of our business or if we are unable to hire and onboard new talent quickly enough to materially meet operational needs, our results of operations could be negatively impacted.

We may be limited in our ability to recruit global talent by U.S. immigration laws, including those related to H1-B visas. The demand for H1-B visas to fill highly-skilled technology and computer science jobs is greater than the number of H-1B visas available each year. To the extent that the immigration-related regulatory environment, including H1-B visa availability, hampers our ability to recruit, hire and retain qualified skilled personnel, our business, operating results and financial condition could be adversely impacted.

The effects of health epidemics, including the COVID-19 pandemic, have had, and may continue to have, an adverse impact on our business, operations and the markets and communities in which we and our partners operate.

Our business and operations have been and may continue to be adversely affected by health epidemics, including the recent COVID-19 pandemic, impacting the markets and communities in which we and our partners operate. In December 2019, a novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to many countries worldwide, including the United States.

In response to the COVID-19 pandemic, many state, local and foreign governments put in place quarantines, executive orders, shelter-in-place orders and similar government orders and restrictions in order to control the spread of the disease. Such orders or restrictions, or the perception that such orders or restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and cancellation of events, among other effects that could negatively impact productivity and disrupt our operations and those of our partners. Certain jurisdictions lifted such orders or restrictions only to return to these restrictions in the face of increases in new COVID-19 cases, even as vaccination efforts are continuing to be undertaken throughout the United States and in certain other countries. Although as of the summer of 2022 the extent of restriction-lifting has been widespread, the residual effects of such restrictions and prolonged alternative working arrangements are unknown and the eventual effectiveness of the vaccination efforts likewise remains uncertain, and these may negatively impact the productivity of our employee base and have a disproportionately negative impact on our sales and operations functions, which could have an adverse effect on our business, operating results, and financial condition.

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In addition, the potential ultimate impact and duration of the COVID-19 pandemic on the global economy and on our business in particular are difficult to assess or predict. A recession or market correction resulting from the spread of new or existing variants of COVID-19 and corresponding impacts, including resumption of shelter-in-place orders and similar restrictions, could decrease marketing spend, particularly in media, adversely affecting the demand for our solutions, the growth of our business, and the value of our common stock. While we have seen advertisers or CPGs maintain or increase their spend on promotions during economic downturns, there is no guarantee they will do so in a future economic downturn, including one that may be presently taking shape due to the persistence of the COVID-19 pandemic or inflationary pressures brought about as a consequence of the pandemic.

The global COVID-19 pandemic continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change, even in light of the vaccination efforts that have been ongoing. We do not yet know the full extent of potential delays or impacts on our business, operations or the global economy as a whole. The COVID-19 pandemic, and the various responses to it, may also have the effect of heightening many of the other risks discussed in this “Risk Factors” section.

Acquisitions, joint ventures and strategic investments could result in operating difficulties, dilution and other harmful consequences.

We have acquired a number of businesses, and expect to continue to evaluate and consider a wide array of potential strategic transactions, including acquisitions and dispositions of businesses, joint ventures, technologies, services, products and other assets and strategic investments. At any given time, we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures, and is itself risky. The areas where we may face difficulties include:

•expected and unexpected costs incurred in identifying and pursuing strategic transactions and performing due diligence regarding potential strategic transactions that may or may not be successful;

•failure of an acquired company to achieve anticipated revenue, earnings, cash flows or other desired technological and business goals;

•effectiveness of our due diligence review and our ability to evaluate the results of such due diligence, which are dependent upon the accuracy and completeness of statements and disclosures made by the acquired company;

•diversion of management time, as well as a shift of focus, from operating the businesses to issues related to integration and administration;

•disputes as a result of certain terms and conditions of our transactions, such as payment of contingent consideration, compliance with covenants, or closing adjustments;

•the need to integrate technical operations and security protocols, which may lead to significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our products and services;

•the need to integrate the acquired company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

•retention of key employees from the acquired company and cultural challenges associated with integrating employees from the acquired company into our organization;

•the need to implement or improve, to standards appropriate for a public company, controls, procedures and policies of acquired companies that, prior to acquisition, had lacked such controls, procedures and policies;

•in some cases, the need to transition operations and customers onto our existing platforms;

•in certain instances, the ability to exert control of acquired businesses that include earnout provisions in the agreements relating to such acquisitions or the potential obligation to fund an earnout for, or fulfill other obligations related to, a product that has not met expectations;

•the need to integrate operations across different geographies, cultures and languages, and to address the particular economic, currency, political and regulatory risks associated with specific countries;

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•liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities;

•difficulties valuing intangibles related to acquired businesses, which could lead to write-offs or charges related to acquired assets or goodwill; and

•litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties, and intellectual property infringement claims.

For example, we have acquired businesses whose technologies are new to us and with which we did not have significant experience. We have made and are making investments of resources to support such acquisitions, which will result in ongoing operating expenses and may divert resources and management attention from other areas of our business. In addition, we have been subject to litigation and disputes related to our acquisitions. For example, in August 2021, Fortis filed a complaint in the Delaware Court of Chancery alleging breach of contract, declaratory judgment, and in the alternative, breach of the implied covenant of good faith and fair dealing. The complaint alleged that the Company ceased to make generally available the SavingStar CRM business, which would trigger an earnout payment of $8.5 million under the terms of the SavingStar, Inc. acquisition agreement. In June 2022, the parties, without admitting to any liability, reached a settlement. We may experience future claims or settlements, which could impact our liquidity and financial condition. In addition, we cannot provide assurance that these investments and the integration of these acquisitions will be successful. If we fail to successfully integrate the companies we acquire, we may not realize the benefits expected from the transaction and our business may be negatively impacted.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of any or all of our acquisitions or joint ventures, or we may not realize them within the expected time frame, or could cause us to incur unanticipated liabilities, in any or all such instances potentially harming our business. Future acquisitions or joint ventures may require us to issue dilutive additional equity securities, spend a substantial portion of our available cash, incur debt or contingent liabilities, amortize expenses related to intangible assets or incur incremental operating expenses or write-offs of goodwill or impaired acquired intangible assets, which could adversely affect our results of operations and harm our business.

If we fail to effectively manage our growth, our business and financial performance may suffer.

We have significantly expanded our operations and anticipate expanding further to pursue our growth strategy. Through acquisitions we have added multiple additional offices within the last three years, and during that period we moved our principal executive offices to Salt Lake City, Utah from Mountain View, California. Such expansion, together with workplace transitions including maintaining remote and hybrid working arrangements for a significant portion of our employees. increases the complexity of our business and places significant demands on our management, operations, technical performance, financial resources and internal control over financial reporting functions. Continued growth could strain our ability to deliver solutions on our platforms; develop and improve our operational, financial, legal and management controls; and enhance our reporting systems and procedures. Failure to manage our expansion may limit our growth, damage our reputation and negatively affect our financial performance and harm our business.

To effectively manage this growth, we will need to continue to improve our operational, financial and management controls, and our reporting systems and procedures. If we do not effectively manage the growth of our business and operations, the scalability of our business and our operating results could suffer.

Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations. We may not be able to hire, train, retain, motivate and manage required personnel. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees. We intend to continue to expand our research and development, sales and marketing, and general and administrative organizations, and over time, expand our international operations. To attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees. If we fail to effectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business and operating results could be adversely affected.

Providing our products and services to our advertisers, retailers and consumers is costly, and we expect our expenses to continue to increase in the future as we grow our business with existing and new advertisers and

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retailers, and as we develop new products and services that require enhancements to our technology infrastructure. In addition, our operating expenses, such as our sales, marketing and engineering expenses, are expected to continue to grow to support our anticipated future growth. As a result of the requirements of being a public company we incur significant legal, accounting and other expenses. Our expenses may grow faster than our revenues, and our expenses may be greater than we anticipate. Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, operating results and financial condition would be negatively affected.

If our websites or those of our publishers fail to rank prominently in unpaid search results from search engines, traffic to our websites could decline and our business would be adversely affected.

Our success depends in part on our ability to attract consumers through unpaid Internet search results on search engines, such as Alphabet's search engine called Google. The number of consumers we attract to our websites from search engines is due in large part to how and where our websites rank in unpaid search results. These rankings can be affected by a number of factors, many of which are not in our direct control, and they may change frequently. For example, major search engines frequently modify their ranking algorithms, methodologies or design layouts. As a result, links to our websites may not be prominent enough to drive traffic to our websites or we may receive less favorable placement which could reduce traffic to our website, and we may not know how or otherwise be in a position to influence the results. In some instances, search engine companies may change these rankings in order to promote their own competing products or services or the products or services of one or more of our competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate fluctuations in the future. For example, the search result rankings of our websites at times have fallen relative to the same time in the prior year. In addition, websites must comply with search engine guidelines and policies. These guidelines and policies are complex and may change at any time. If we fail to follow such guidelines and policies properly, search engines may rank our content lower in search results or could remove our content altogether from their index. Moreover, the use of voice recognition technology, such as Amazon's Alexa, Google Assistant or Apple's Siri, may drive traffic away from search engines, which could reduce traffic to our website. Any reduction in the number of consumers directed to our websites could reduce the effectiveness of our coupon codes for specialty retailers and digital promotions for advertisers and retailers and could adversely impact our business and results of operations. It could also reduce our ability to sell media advertising on our sites, which would negatively impact revenues and harm our business.

Failure to deal effectively with fraudulent or other improper transactions could harm our business.

Digital promotions can be in the form of redeemable coupons, coupon codes with unique identifiers, loyalty card linked offers, and national rebates. It is possible that third parties may create counterfeit digital coupons, coupon codes, exceed print or use limits in order, or submit fraudulent receipts or the same receipt twice to fraudulently or improperly claim discounts or credits for redemption. If we are unable to identify fraudulent national rebates claims before we pay out cash for these claims, we might be unable to get reimbursement from our customers. It is possible that individuals will circumvent our anti-fraud systems using increasingly sophisticated methods or methods that our anti-fraud systems are not able to counteract. Further, we may not detect any of these unauthorized activities in a timely manner. Third parties who succeed in circumventing our anti-fraud systems may sell the fraudulent or fraudulently obtained digital coupons on social networks or claim discounts, credits or rebates that they are not entitled to, which would damage our brand and relationships with advertisers and harm our business. Legal measures we take or attempt to take against these third parties may be costly and may not be ultimately successful. In addition, our service could be subject to employee fraud or other internal security breaches, and we may be required to reimburse advertisers and retailers for any funds stolen or revenues lost as a result of such breaches. Our advertisers and retailers could also request reimbursement, or stop using our platforms and products, if they are affected by buyer fraud or other types of fraud. We may incur significant losses from fraud and counterfeit digital coupons and receipts. If our anti-fraud technical and legal measures do not succeed, our business may suffer.

Indemnity provisions in various agreements and our corporate documents potentially expose us to substantial liability for intellectual property infringement and other claims.

Our agreements with advertisers, retailers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement or other liabilities relating to or arising from our products, services or other contractual obligations including those relating to data use and consumer consent. The term of these indemnity provisions generally survives termination or expiration of the applicable agreement.

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In addition, in accordance with our bylaws and pursuant to indemnification agreements entered into with directors, officers and certain employees, we have indemnification obligations for claims brought against these persons arising out of certain events or occurrences while they are serving at our request in such capacities. For example, our founder and former CEO is subject to a claim from a third party, alleging that he owes certain amounts to the third party in connection with fundraising activities for Quotient that occurred between 1998 and 2006. (Our founder and former CEO left the Company for unrelated reasons in June 2022.) We agreed to advance certain defense costs, subject to an undertaking to repay us such amounts if, and to the extent that, it is ultimately determined that he is not entitled to indemnification. The matter is ongoing. If this matter is resolved in favor of the third party and if we are required to indemnify our founder and former CEO for a loss, we may be required to make an indemnity payment. While we maintain directors’ and officers’ liability insurance, such insurance may not be applicable, be adequate, or cover all liabilities that we may incur.

Large indemnity payments, individually or in the aggregate, could have a material impact on our financial position.

Our business depends on strong brands, and if we are not able to maintain and enhance our brands, or if we receive unfavorable media coverage, our ability to retain and expand our number of advertisers, retailers and consumers will be impaired and our business and operating results will be negatively affected.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing our brand is critical to expanding our base of advertisers, retailers and consumers. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain our brands, or if we incur excessive expenses in this effort, our business would be negatively affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive.

Unfavorable publicity or consumer perception of our websites, mobile applications, platforms, practices or service offerings, or the offerings of our advertisers and retailers, could adversely affect our reputation, resulting in difficulties in recruiting, decreased revenues and a negative impact on the number of advertisers and retailers we feature, our user base, the loyalty of our consumers, and the number and variety of digital coupons that we offer. As a result, our business could be negatively affected.

Our use of and reliance on international research and development resources and operations may expose us to unanticipated costs or events.

We have research and development centers in India, France, and Israel. We expect to increase our headcount, development, and operations activity in Israel. There is no assurance that our reliance upon international research and development resources and operations will enable us to achieve our research and development and operational goals or enable us to achieve greater resource efficiency. Further, our international research and development and operations efforts involve significant risks, including:

•difficulty hiring and retaining appropriate personnel due to intense competition for such resources and resulting wage inflation in the cities where our research and development activities and operations are located;

•different labor regulations, especially in the European Union ("EU"), where labor laws are generally more advantageous to employees as compared to United States, including deemed hourly wage and overtime regulations in these locations;

•exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and similar applicable laws and regulations in other jurisdictions;

•delays and inefficiencies caused by geographical separation of our international research and development activities and operations, as well as other challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;

•the knowledge transfer related to our technology and the resulting exposure to misappropriation of intellectual property or information that is proprietary to us, our customers and other third parties;

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•heightened exposure to change in the economic, security and political conditions in the countries where our research and development activities and operations are located;

•fluctuations in currency exchange rates and regulatory compliance in the countries where our research and development activities and operations are located; and

•interruptions to our operations in the countries where our research and development activities and operations are located as a result of floods and other natural catastrophic events, as well as other events beyond our control such as power disruptions, terrorism or the persistence of the COVID-19 pandemic.

Difficulties resulting from the factors above could increase our research and development or operational expenses, delay the introduction of new products, or impact our product quality, the occurrence of any of which could adversely affect our business and operating results.

If we fail to expand effectively in international markets, our revenues and our business may be negatively affected.

We currently generate almost all of our revenues from the United States. We also operate to a limited extent in the United Kingdom, France and other countries in Europe. Many advertisers and retailers on our platforms have global operations, and we plan to grow our operations and offerings through expansion in existing international markets and by partnering with our advertisers and retailers to enter new geographies that are important to them. Further expansion into international markets will require management attention and resources, and we have limited experience entering new geographic markets. Entering new foreign markets will require us to localize our services to conform to a wide variety of local cultures, business practices, laws and policies. The different commercial, privacy and Internet infrastructure frameworks in other countries may make it more difficult for us to replicate our business model in non-U.S. locations. In some countries, we will compete with local companies that understand the local market better than we do, and we may not benefit from first-to-market advantages. We may not be successful in expanding into particular international markets or in generating revenues from foreign operations. As we expand internationally, we will be subject to risks of doing business internationally, including the following:

•competition with strong local competitors and preference for local providers, or competition with foreign companies entering the same markets;

•the cost and resources required to localize our platforms;

•burdens of complying with a wide variety of different laws and regulations, including intellectual property laws and regulation of digital coupons and media, Internet services, privacy and data protection, marketing and consumer protection laws; anti-competition regulations; and different liability standards, any of which may limit or prevent us from offering of our solutions in some jurisdictions or limit our ability to enforce contractual obligations;

•differences in how trade marketing spend is allocated;

•differences in the way digital promotions and media are delivered and how consumers access and use digital promotions;

•technology compatibility;

•difficulties in recruiting and retaining qualified employees and managing foreign operations;

•different employee/employer relationships and the existence of workers’ councils and labor unions;

•shorter payment cycles, different accounting practices and greater problems in collecting accounts receivable;

•higher product return rates;

•seasonal reductions in business activity;

•adverse tax effects and foreign exchange controls making it difficult to repatriate earnings and cash; and

•political and economic instability.

Our planned corporate structure and intercompany arrangements will be implemented in a manner we believe is in compliance with current prevailing tax laws. However, the tax benefits which we intend to eventually derive could be undermined if we are unable to adapt the manner in which we operate our business in response to changing tax laws.

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Our failure to manage these risks and challenges successfully could materially and adversely affect our business, financial condition and results of operations.

Risks Related to Government Regulation, Tax Law or Accounting Standards

Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or our actual and perceived failure to comply with these laws, regulations and industry standards could substantially harm our business and results of operations.

We collect, receive, access, generate, store, disclose, share, make accessible, protect, secure, and dispose of, and use (collectively "Process" or "Processing") business and personal information belonging to our users and customers. Because of this, we are subject to a variety of foreign, federal, state, local and municipal laws, regulations and industry standards that relate to privacy, electronic communications, data protection, intellectual property, eCommerce, competition, price discrimination, consumer protection, taxation, and the use of promotions. The number and scope of such laws, regulations and industry standards are changing, are subject to differing applications and interpretations and may be inconsistent among countries, or may conflict with other rules, laws or data protection obligations. Several new privacy laws will go into effect in 2023, and legislators in other U.S. states and in foreign countries are considering additional new privacy laws and regulations. We expect that there will continue to be new data protection laws and data protection obligations, and we cannot yet determine the impact such future laws and obligations may have on our business.

Many of these laws, regulations, and standards are still evolving and being tested in courts, and industry standards are still developing. As a result, the regulatory framework for privacy, information security, data protection and data Processing worldwide is, and is likely to remain, uncertain for the foreseeable future, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or practices. Our business, including our ability to operate and expand, could be adversely affected if legislation, regulations or industry standards are adopted, interpreted or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices or the design of our platforms. Existing and future laws, regulations and industry standards could restrict our operations, and our ability to retain or increase our advertisers and retailers and consumers’ use of digital promotions delivered on our platforms may be adversely affected, and we may not be able to maintain or grow our revenues as anticipated.

For example, California has enacted the CCPA, which affords consumers expanded privacy protections, has required us to modify our data processing practices and policies as well as caused us to incur substantial costs and expenses in an effort to comply. For example, the CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of the sale of personal information with third parties, and provides a private right of action and statutory damages for data breaches. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that may increase the risk of data breach litigation, all of which may increase our compliance costs and potential liability. Then, California voters approved the California Privacy Rights Act of 2020, or CPRA, to amend the CCPA. The CPRA goes into effect on January 1, 2023. The CPRA would, among other things, give California residents the ability to limit the use of their sensitive information, provide for penalties for CPRA violations concerning California residents under the age of 16, and establish a new California Privacy Protection Agency to implement and enforce the law.

The enactment of the CCPA prompted a wave of similar legislative developments in other states in the United States, which could create the potential for a patchwork of overlapping but different state laws. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business, results of operations, and financial condition. For example, Virginia, Colorado, Utah and Connecticut have passed comprehensive privacy legislation that impose obligations similar to, but not exactly the same as California laws, and many other states are considering their own privacy legislation. Compliance with any newly enacted privacy and data security laws or regulations may be challenging, costly and time-intensive, and we may be required to put in place additional mechanisms to comply with applicable legal requirements. Legislative initiatives in other states, to the extent that they become privacy and data security laws or regulations in such states, may have potentially conflicting requirements that would make compliance challenging. Some countries also are considering, or have passed legislation requiring, local storage and Processing of data, or similar requirements, which could increase the cost and complexity of operating our products and services and other aspects of our business.

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Compliance with these and any other applicable privacy, data protection, data security, marketing and consumer protection guidelines, laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms to ensure compliance with them. We believe our policies and practices comply in material respects with these guidelines, laws and regulations. However, if our belief or interpretations of the law are incorrect, if these guidelines, laws or regulations or their interpretations change, or if new legislation or regulations are enacted, we may face significant fines and penalties that could adversely affect our business, financial condition and result of operations. Further, we could be compelled to provide additional disclosures to our consumers, obtain additional consents from our consumers before collecting, using, or disclosing their information, or implement new safeguards or business processes to help individuals manage our use of their information. We also cannot control our retail partners’ approach or interpretation of evolving state or other new and emerging privacy laws and regulations, which may impact their willingness or ability to provide us data that our platforms and solutions are dependent upon, or the terms on which they are willing or able to provide it. Changes to our data sources may restrict our ability to maintain or grow our revenues as anticipated.

If our estimates or judgements relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section of this Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to business combinations, goodwill and intangible assets, treatment of our convertible senior notes, revenue recognition, promotion revenue, media revenue, gross versus net revenue reporting, arrangements with multiple performance obligations, stock-based compensation and provision for income taxes. For example, the recognition of our revenue is governed by certain criteria that determine whether we report revenue either on a gross basis, as a principal, or on a net basis, as an agent, depending upon the nature of the sales transaction. Historically, our media products revenue has generally been recognized on a gross basis. However, beginning the second quarter of 2020 and continuing thereafter, we have been making changes to the manner in which we process and deliver certain media products. These business changes, over time, have led to our recognizing a greater proportion of our media revenues on a net basis, as compared to the prior recognition on a gross basis, and we expect this will cause a decrease in our revenue growth and impact our revenues. At the same time, we continue to have gross reporting for other portions of our media products, as well as for other revenue. Our determinations are made in light of the evolution of our existing business practices, development of new products, acquisitions, or changes in accounting standards or interpretations, with transactions being evaluated for characteristics that dictate, as appropriate, gross or net reporting. It is also possible that revenue reporting for existing businesses may change from gross to net or vice versa as a result of changes in contract terms or transaction mechanics. We may experience significant fluctuations in revenue in future periods depending upon, in part, the nature of our sales and our reporting of such revenue and related accounting treatment, without proportionate correlation to our underlying activity or net income. Any combination of net and gross revenue reporting would require us to make estimates and assumptions about the mix of gross and net-reported transactions based upon the volumes and characteristics of the transactions that we believe will comprise the total mix of revenue in the period covered by the projection. Those estimates and assumptions may be inaccurate when made, or may be rendered inaccurate by subsequent circumstances, such as changing the characteristics of our offerings or particular transactions in response to client demands, market developments, regulatory pressures, acquisitions, and other factors. Even apparently minor changes in transaction terms from those initially envisioned can result in different accounting conclusions from those foreseen. In addition, we may incorrectly extrapolate, to future transactions, revenue recognition treatment of prior transactions that initially we believe to be similar but later are determined to have sufficiently different characteristics as to require a different revenue reporting treatment. These factors may make our financial reporting more complex and difficult for investors to understand, may make comparison of our results of operations to prior periods or other companies more difficult, may make it more difficult for us to give accurate guidance, and could increase the potential for reporting errors.

Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, and thereby result in a decline in the trading price of our common stock.

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Failure to comply with federal, state and foreign privacy, data protection, marketing and consumer protection laws, regulations and industry standards, or the expansion of current or the enactment or adoption of new privacy, data protection, marketing and consumer protection laws, regulations or industry standards, could adversely affect our business.

We Process data about consumers, including personally identifiable information or personal data, as well as other confidential or proprietary information necessary to operate our business, for legal and marketing purposes, and for other business-related purposes. We collect such information from individuals located both in the United States and abroad and may store or Process such information outside the country in which it was collected.

The legal and regulatory framework for privacy and security issues is rapidly evolving across the globe, and is expected to increase our compliance costs and exposure to liability. We and our service providers and partners are subject to a variety of federal, state and foreign laws, regulations and industry standards regarding privacy, data protection, data security, marketing and consumer protection, which address the Processing of data relating to individuals, as well as the tracking of consumer behavior and other consumer data (“Data Protection Laws”). We are also subject to laws, regulations and industry standards relating to endorsements and influencer marketing. Many of these laws, regulations and industry standards are changing and expanding, including those that offer consumers additional privacy rights with regard to profiling and online behavioral advertising. These laws, regulations and industry standards may be subject to differing interpretations, may be inconsistent among countries, may be costly to comply with or inconsistent among jurisdictions, or may conflict with other rules, laws or Data Protection Obligations (defined below).

Various industry standards on privacy and data security have been developed and are expected to continue to develop, which standards may be adopted by industry participants at any time. We have committed to comply, and generally require our customers and partners to comply, with applicable self-regulatory principles such as the Network Advertising Initiative’s Code of Conduct and the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising in the U.S. Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising. Our efforts to comply with these self-regulatory principles include offering Internet users notice and choices about when advertising is served to them based, in part, on their interests. If we, our clients or partners make mistakes in the implementation of these principles, if self-regulatory bodies expand these guidelines or government authorities issue different guidelines regarding Internet-based advertising, if opt out mechanisms fail to work as designed, or if Internet users misunderstand our technology or our commitments with respect to these principles, we may be subject to negative publicity, government investigation, government or private litigation, or investigation by self-regulatory bodies or other accountability groups. Any such action against us or investigations of us, even if meritless, could be costly and time consuming, require us to change our business practices, cause us to divert management’s attention and our resources away from business activities, and be damaging to our brand, reputation, and business. In addition, privacy advocates and industry groups may propose new and different self-regulatory standards that legally apply to us. We cannot yet determine the impact such future standards may have on our business.

We are or may also be subject to the terms of our external and internal privacy and security policies, codes, representations, certifications, industry standards, publications and frameworks (“Privacy Policies”). We are also subject to contractual obligations to third parties related to privacy, data protection, and information security and Processing, including contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance with Data Protection Laws or other obligations (“Data Protection Obligations”). Our solutions depend in part on our ability to use data that we obtain in connection with our offerings, and our ability to use this data may be subject to restrictions in our commercial agreements and subject to the privacy policies of the entities that provide us with this data. Our service providers or our partners’ failure to adhere to these third-party restrictions on data use may result in claims, proceedings or actions against us by our business counterparties or other parties, or may result in our incurring other liabilities, including loss of business, reputational damage, and remediation costs, which could adversely affect our business.

We expect that there will continue to be new Data Protection Laws and Data Protection Obligations, and we cannot yet determine the impact such future Data Protection Laws and Data Protection Obligations may have on our business. Any significant change to Data Protection Laws and Data Protection Obligations, including without limitation the manner in which the express or implied consent of customers for Processing is obtained, could increase our costs and require us to modify our operations, possibly in a material manner, which we may be unable to complete and which may limit our ability to store and Process data and operate our business. In particular, it should be noted that the AdTech industry has in the last few years received increased scrutiny from consumers,

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media outlets, regulators and lawmakers. Most recently this has been demonstrated by the €250,000 fine imposed on the Interactive Advertising Bureau Europe by the Belgian Data Protection Authority following an investigation into its Transparency and Consent Framework (“TCF”)--a framework adopted widely for the collection/management of consent to the use of cookies for targeted advertising in the EU. This decision will require us to reassess our reliance on the TCF.

Data Protection Laws and data protection worldwide is, and is likely to remain, uncertain for the foreseeable future, and our actual or perceived failure to address or comply with these laws could result in the following: increase our compliance and operational costs; limit our ability to market our products or services and attract new and retain current customers; limit or eliminate our ability to Process data; expose us to regulatory scrutiny, actions, investigations, fines and penalties; result in reputational harm; lead to a loss of business result in litigation and liability, including class action litigation; cause to incur significant costs, expenses and fees (including attorney fees); cause a material adverse impact to business operations or financial results; and otherwise result in other material harm to our business (“Adverse Data Protection Impact”).

We are subject to Data Protection Laws, Privacy Policies and Data Protection Obligations as well as applicable foreign, federal, state, local and municipal laws, regulations and industry standards that relate to electronic communications, intellectual property, eCommerce, competition, price discrimination, consumer protection, taxation, and the use of promotions. We strive to comply with applicable laws, policies, contractual and other legal obligations as well as industry standards of conduct relating to privacy, data security, data protection, marketing and consumer protection to the extent possible, but we may at times fail to do so, or may be perceived to have failed to do so. These obligations and standards of conduct often are complex, vague, and difficult to comply with fully, and it is possible that these obligations and standards of conduct may be interpreted and applied in new ways and/ or in a manner that is inconsistent with each other or with new laws, regulations or other obligations that may be enacted.

Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, partners or vendors do not comply with applicable Data Protection Laws, Privacy Policies and Data Protection Obligations. We may be subject to, and may experience, an Adverse Data Protection Impact if we fail (or are perceived to have failed) to comply with applicable Data Protection Laws, Privacy Policies and Data Protection Obligations, or if our Privacy Policies are, in whole or part, found to be inaccurate, incomplete, deceptive, unfair, or misrepresentative of our actual practices. In addition, any such failure or perceived failure could result in public statements against us by consumer advocacy groups, the media or others, which may cause us material reputational harm. Our actual or perceived failure to comply with Data Protection Laws, Privacy Policies and Data Protection Obligations could also subject us to litigation, claims, proceedings or actions, or to investigations by governmental entities, authorities or regulators, which could result in an Adverse Data Protection Impact including requiring changes to our business practices, causing the diversion of resources and the attention of management from our business, triggering regulatory oversights and audits, discontinuance of necessary Processing, or imposing other remedies that adversely affect our business.

We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. In Europe, the General Data Protection Regulation (2016/679) (“EU GDPR”) went into effect in May 2018 and introduced strict requirements for Processing the personal data of data subjects. The EU GDPR has direct effect in all EU Member States and has extraterritorial effect where organizations outside of the European Economic Area ("EEA") Process personal data of individuals in the EEA in relation to the offering of goods or services to those individuals (“targeting test”) or the monitoring of their behavior (“monitoring test”). As such, the EU GDPR applies to us to the extent we are established in an EU Member State, we are Processing personal data in the context of an establishment in the EU, or we meet the requirements of either the targeting test or the monitoring test. Companies that must comply with the EU GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements, an order prohibiting Processing of personal data of data subjects, and potential fines for noncompliance of up to €20 million, or 4% of consolidated annual worldwide gross revenues, whichever is greater. The EU also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the EU GDPR.

Under the EU GDPR, we may be required to put in place additional mechanisms to ensure compliance. These include, among other things: (i) accountability and transparency requirements, and enhanced requirements for

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obtaining valid consent; (ii) obligations to consider data protection as any new products or services are developed, and to limit the amount of personal data processed; (iii) obligations to implement appropriate technical and organizational measures to safeguard personal data and to report certain personal data breaches to the supervisory authority without undue delay (and no later than 72 hours where feasible); and (iv) obligations to provide individuals with various data protection rights (e.g., the right to erasure of personal data).

European data protection laws including the EU GDPR also prohibit the transfer of personal data from Europe to the United States and other countries ("third countries") that are not recognized as having "adequate" data protection laws unless the parties to the transfer have implemented specific safeguards to protect the transferred personal data. One of the primary safeguards allowing U.S. companies to import personal data from Europe has historically been certification to the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield frameworks administered by the U.S. Department of Commerce. However, the Court of Justice of the European Union, in the “Schrems II” ruling in 2020, invalidated the EU-U.S. Privacy Shield framework for purposes of international transfers. The Swiss Federal Data Protection and Information Commissioner also opined that the Swiss-U.S. Privacy Shield is inadequate for transfers of personal data from Switzerland to the U.S. Recently, a new Trans-Atlantic Data Privacy Framework was announced as a successor to the invalidated Privacy Shield. Once approved and implemented, the agreement would facilitate the transatlantic flow of personal data and provide an alternative data transfer mechanism (in addition to EU Standard Contractual Clauses and Binding Corporate Rules) for companies transferring personal data from the EU to the U.S. However, the agreement in principle will depend on the implementation of several commitments from the United States, and so, it is unclear when the new framework will be available.

The Schrems II decision also imposed further restrictions on the use of one of the primary alternatives to the EU-U.S. Privacy Shield, namely, the European Commission’s Standard Contractual Clauses ("SCCs"), including a requirement for companies to carry out a transfer privacy impact assessment which, among other things, assesses laws governing access to personal data in the recipient country and considers whether supplementary measures that provide privacy protections additional to those provided under SCCs will need to be implemented to ensure an essentially equivalent level of data protection to that afforded in the EU. At present, there are few, if any, viable alternatives to the SCCs.

The European Commission recently adopted new EU SCCs which impose onerous obligations on the contracting parties. These new EU SCCs must be used in all new contracts going forward (where there are restricted transfers of personal data), with existing contracts entered into before September 27, 2021 requiring updating by December 27, 2021. As such, any transfers by us or our vendors of personal data from Europe may not comply with European data protection law; may increase our exposure to the EU GDPR’s heightened sanctions for violations of its cross-border data transfer restrictions; and may reduce demand from companies subject to European data protection laws. Moreover, where we rely on SCCs, we must in certain cases now evaluate and implement supplementary measures that provide privacy protections additional to those provided under SCCs. This evaluation will, in particular, include an assessment as to whether the types of personal data transferred pursuant to SCCs may be subject to government surveillance in the data importer’s country, and an assessment as to whether the data importer can meet its contractual obligations under the SCCs. Additionally, other countries outside of Europe have enacted, or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering our products and operating our business.

Compliance with the EU GDPR involves rigorous and time-intensive processes that may increase our cost of doing business or require us to change our business practices. There may also be a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the required procedures.

Further, following the UK's exit from the EU ("Brexit"), the EU GDPR’s data protection obligations continue to apply to the United Kingdom in substantially unvaried form under the so called “UK GDPR” (i.e., the EU GDPR as it continues to form part of law in the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (including by the various Data Protection, Privacy and Electronic Communications (EU Exit) Regulations)). The UK GDPR exists alongside the UK Data Protection Act 2018 that implements certain derogations in the UK GDPR into UK law. Under the UK GDPR, companies not established in the UK but who process personal information in relation to the offering of goods or services to individuals in the UK, or to monitor their behavior, will be subject to the UK GDPR – the requirements of which are (at this time) largely aligned with those under the EU

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GDPR, and as such may lead to similar compliance and operational costs with potential fines of up to £17.5 million or 4% of global turnover. As a result we are potentially exposed to two parallel data protection regimes, each of which authorizes fines and the potential for divergent enforcement actions. It should also be noted that the UK Government has published its own form of EU SCCs known as the UK International Data Transfer Agreement (IDTA) together with an International Data Transfer Addendum (UK Addendum) to the new EU SCCs. The UK Information Commissioner’s Office (ICO) is also expected to shortly publish its version of the transfer impact assessment and international guidance on international transfers.

Any failure or perceived failure by us to comply with applicable laws and regulations or any of our other legal obligations relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us Any of the foregoing could also result in significant liability or cause our customers to lose trust in us, any of which could have an adverse effect on our reputation, operations, financial performance and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the adoption and use of, and reduce the overall demand for, our products and services.

In the United States, Data Protection Laws include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the CCPA and other similar state comprehensive privacy laws, and other state and federal laws relating to privacy and data security. The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of the sale of personal information with third parties, and provides a private right of action and statutory damages for data breaches. The CCPA may increase our compliance costs and potential liability. In addition, the California Privacy Rights Act of 2020, or CPRA, is scheduled to take effect on January 1, 2023, and would, among other things, give California residents the ability to limit the use of their sensitive information, provide for penalties for CPRA violations concerning California residents under the age of 16, and established a new California Privacy Protection Agency to implement and enforce the law. The enactment of the CCPA is prompting a wave of similar legislative developments in other states in the United States, including laws already passed in Virginia, Colorado and Utah that will go into effect in 2023, which could create the potential for a patchwork of overlapping but different state laws and more stringent United States privacy requirements, which in turn could increase our potential liability and adversely affect our business, results of operations, and financial condition. Compliance with the increasing number of newly enacted privacy and data security laws and regulations may be challenging, costly and time-intensive, and we may be required to put in place additional mechanisms to comply with applicable legal requirements. Such laws and pending legislative initiatives, to the extent that they become privacy and data security laws or regulations in various states, may have potentially conflicting requirements that would make compliance challenging. Some countries also are considering or have passed legislation requiring local storage and Processing of data, or similar requirements, which could increase the cost and complexity of providing our products and services and other aspects of our business.

We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. With laws and regulations in the EU, the United Kingdom, the United States, and other global jurisdictions imposing new and potentially costly or disruptive obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, there is a risk that the requirements of these laws and regulations, or of contractual or other obligations relating to privacy, data protection, or information security, could be interpreted or applied in a manner that is, or is alleged to be, inconsistent with our management and Processing practices, our policies or procedures, or our products and services. For instance, given the increased focus on the use of data for advertising, the anticipation and expectation of future laws, regulations, standards and other obligations could impact us and our existing and potential business partners and delay certain business partnerships or deals until there is greater certainty. In addition, as we expand our data analytics and other data-related product offerings there may be increased scrutiny on our use of data, and we may be subject to new and unexpected regulations, including proposals for regulation of artificial intelligence. Future laws, regulations, standards and other obligations could, for example, impair our ability to collect or use information that we utilize to provide targeted digital promotions and media to consumers, advertisers and retailers, thereby impairing our ability to maintain and grow our total customers and increase revenues. Future restrictions on the collection, use, sharing or disclosure of our users’ data or additional requirements for express or implied consent of users for the use and disclosure of such information

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could require us to modify our solutions, possibly in a material manner, and could limit our ability to develop or outright prohibit new solutions and features.

We may face challenges in addressing the requirements of any such new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards and making necessary changes to our policies and practices, and such changes may require us to incur additional costs and restrict our business operations. Although we endeavor to comply with our Privacy Policies and other privacy, data protection or information security-related obligations, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our employees or vendors do not comply with our Privacy Policies and other privacy, data protection or information security obligations. Any failure or perceived failure by us to comply with our Privacy Policies and our privacy, data protection, or information security-related obligations to customers or other third parties, or our failure to comply with any of our other legal obligations relating to privacy, data protection, information security, marketing or consumer protection could subject us to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity or public statements against us by consumer advocacy groups or others and could result in significant liability or cause a loss of trust in us, which could have an adverse effect on our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the adoption and use of, and reduce the overall demand for, our products and services. Moreover, if future laws, regulations, other legal obligations or industry standards, or any changed interpretations of the foregoing limit users’, advertisers’ or retailers’ ability to use and share personally identifiable information or our ability to store, process and share personally identifiable information or other data, demand for our solutions could decrease, our costs could increase, our revenue growth could slow, and our business, financial condition and operating results could be harmed.

Additionally, if third parties we work with, such as vendors or developers, violate Data Protection Laws, Privacy Policies and Data Protection Obligations, such violations may also put our customers’ content at risk and could in turn have an adverse effect on our business. Any significant change to Data Protection Laws, Data Protection Obligations or industry practices regarding the collection, use, retention, security or disclosure of our customers’ content, or regarding the manner in which the express or implied consent of customers for the collection, use, retention or disclosure of such content is obtained, could increase our costs and require us to modify our products and services, possibly in a material manner, which we may be unable to complete and which may limit our ability to store and Process customer data or develop new applications and features.

We may be required to record a significant charge to earnings if our goodwill or amortizable intangible assets become impaired.

We are required under U.S. GAAP to review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The events and circumstances we consider include the business climate, legal factors, operating performance indicators, and competition. In the future we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined. The determination and recording of a significant impairment charge could adversely impact our results of operations, as for example occurred during the third quarter of 2021 in connection with the circumstances surrounding the termination of our partnership with Albertsons, and also could harm our business.

Changes to financial accounting standards or the SEC’s rules and regulations may affect our financial statements and cause us to change our business practices.

We prepare our financial statements to conform to U.S. GAAP. These accounting principles are subject to interpretation by the FASB, American Institute of Certified Public Accountants (“AICPA”), the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. For example, in August 2020, the FASB issued a new standard ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which

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generally requires companies to report our convertible debt instrument as a single liability instrument with no separate accounting for the embedded conversion features. Additionally, this ASU amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. This new standard became effective for us beginning January 1, 2022.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

We are subject to the reporting requirements of the Exchange Act, Sarbanes-Oxley ("SOX"), and the rules and regulations of the New York Stock Exchange, or the NYSE. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs; make some activities more difficult, time consuming and costly; and place significant strain on our personnel, systems and resources.

SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our ability to comply with internal control reporting requirements depends on the effectiveness of our financial reporting and data systems and controls across our company. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports we will file with the SEC under Section 404 of SOX. In the event that we are not able to demonstrate compliance with Section 404 of SOX, that our internal control over financial reporting is perceived as inadequate, or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and our stock price could decline.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations, and could result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of management evaluations and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, our common stock may not be able to remain listed on the NYSE.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results, and cause a decline in the price of our common stock.

State and foreign laws regulating money transmission could impact our rebates solutions.

Many states and certain foreign jurisdictions impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions of what constitutes money transmission. If our rebates solutions were to subject us to any applicable state or foreign laws, it could subject us to increased compliance costs and delay our ability to offer this product in certain jurisdictions pending receipt of any necessary licenses or registrations. If we need to make product and operational changes in light of these laws, the growth and adoption of these products may be adversely impacted, and our revenues may negatively affected.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

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In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and similar state law provisions, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset post-change taxable income. If we have experienced an ownership change, our existing NOLs may be subject to limitations under Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control despite our having adopted a "tax benefits preservation plan" (as hereinafter defined) in November of 2021, also could result in an ownership change under Section 382 of the Code. Additionally, our NOLs arising in tax years beginning prior to January 1, 2018 are subject to expiration and may expire prior to being utilized. Under the 2017 Tax Cuts and Jobs Act (the "Tax Act"), as modified by the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"), NOLs arising in tax years beginning after December 31, 2017, are not subject to expiration and may be carried forward indefinitely, but the deductibility of such NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act.

On November 11, 2021, we adopted a tax benefits preservation plan to protect the value of tax assets associated with NOL carryforwards under Section 382 of the Code against a potential change in ownership as defined in Section 382. However, the tax benefits preservation plan does not guarantee against such a change in ownership.

There is also a risk that our NOLs could otherwise be unavailable to offset future income tax liabilities due to changes in the law, including regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons. In addition, at the state level, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. We do not expect this to have a material impact on our financial statements because we currently maintain a full valuation allowance on our U.S. deferred tax assets. For these reasons, we may not be able to utilize all of our NOLs, even if we attain profitability.

Changes in the U.S. and foreign tax law or challenges by taxing authorities of the jurisdictions in which we operate could increase our worldwide effective tax rate and have a negative effect on our financial position and results of operations.

Changes in the U.S. taxation of international activities may increase our worldwide effective tax rate and harm our financial condition and results of operations. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and harm our financial position and results of operations. Significant judgment will be required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there will be many transactions and calculations for which the ultimate tax determination is uncertain. As we expand our business to operate in numerous taxing jurisdictions, the application of tax laws may be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views. In addition, tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance.

Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the Tax Act enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Act may affect us, and certain aspects of the Tax Act could be repealed or modified in future legislation. For example, the CARES Act, modified certain provisions of the Tax Act. In addition, it is uncertain if and to what extent various states will conform to the Tax Act, the CARES Act, or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. income tax expense.

Risks Related to Our Platforms, Technology and Intellectual Property

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If our security measures or information we collect and maintain are compromised or publicly exposed, advertisers, retailers and consumers may curtail or stop using our platforms and we could be subject to claims, penalties and fines.

We process data about consumers, including personally identifiable information or personal data, as well as other confidential or proprietary information necessary to operate our business, for legal and marketing purposes, and for other business-related purposes.

While we and our third-party service providers have implemented security measures designed to protect against security breaches, like all businesses that use computer systems and the Internet, our security measures, as well as those of companies we may acquire and our third-party service providers and partners, could fail or may be insufficient, resulting in the unauthorized disclosure, modification, misuse, unavailability, destruction, or loss of our or our customers’ data or other sensitive information. Any security breach of our operational systems, physical facilities, or the systems of our third-party partners, or the perception that one has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of third parties, we may be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our retail partners or other third-party partners to comply with applicable law or regulations could result in proceedings against us by governmental entities or others.

Cyberattacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, social engineering (including phishing) and other malicious internet-based activity are prevalent in our industry, and our customers and partners’ industries, and continue to increase. In addition, we may experience software or other code vulnerabilities, attacks, unavailable systems, unauthorized access or disclosure due to employee or other theft or misuse, denial-of-service attacks, sophisticated attacks by nation-state and nation-state supported actors, and advanced persistent threat intrusions. We and our third party service providers regularly defend against and respond to a variety of cybersecurity attacks and incidents. Despite our efforts to ensure the security, privacy, integrity, confidentiality, availability, and authenticity of the information technology (IT) networks and systems, processing and information, we may not be able to anticipate or to implement effective preventive and remedial measures against, or adequately respond to mitigate the impact of, all data security and privacy threats and attacks. We cannot guarantee that the recovery systems, security protocols, network protection mechanisms and other security measures that we have integrated into our systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, will be adequate to prevent or detect service interruption, system failure data loss or theft, or other material adverse consequences. No security solution, strategy, or measures can address all possible security threats or block all methods of penetrating a network or otherwise perpetrating a security incident. The risk of unauthorized circumvention of our security measures, or those of our third-party providers, clients and partners, has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers who employ complex techniques, including without limitation, the theft or misuse of personal and financial information, counterfeiting, “phishing” attacks (including those directed toward SMS/texting services) or social engineering incidents, ransomware, extortion, publicly announcing security breaches, account takeover attacks, denial or degradation of service attacks, malware, fraudulent payment and identity theft. The techniques used to sabotage, disrupt or to obtain unauthorized access to our applications, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. The recovery systems, security protocols, network protection mechanisms and other security measures that we have integrated into our applications, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, may not be adequate to prevent or detect service interruption, system failure or data loss. Additionally, to provide protection against the occurrence of a cybersecurity event, we rely on the IT professionals within our organization to monitor, diagnose and remediate threats arising within our network. To the extent we experience attrition in this area and are required to shift workloads, or acquire and train supplementary IT talent, we could face increased risks of experiencing a materially harmful cybersecurity event.

In addition, our applications, systems, networks, and physical facilities could be breached, or personal information could be otherwise compromised, due to employee error or malfeasance if, for example, third parties attempt to fraudulently induce our employees, customers or partners to disclose information or user names and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities. Third parties may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, applications, systems, networks and/

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or physical facilities utilized by our vendors. We have been, and may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to our or our customers or partners’ data or to disrupt our operations or ability to provide our services. While we have been successful in preventing such unauthorized access and disruption in the past, we may not continue to be successful against these or other attacks in the future.

A significant percentage of our employees continue to work under remote or hybrid working arrangements, which may pose additional data security risks. These risks will continue as we continue to operate both remote and hybrid arrangements for employees. If we, or our service providers and partners, experience compromises to security that result in performance or availability problems, or experience the complete shutdown of one or more of our platforms, digital properties and mobile applications, or suffer the misuse, loss or unauthorized access to or disclosure of confidential information, personally identifiable information or other personal or proprietary data, advertisers, retailers, and consumers may lose trust and confidence in us and decrease their use of our platforms or stop using our platforms entirely. Such compromises to personal or sensitive information or proprietary data could lead to litigation or other adversarial actions by business partners such as retailers or consumers.

The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity, and other harm to our business and our competitive position. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business.

We have contractual and legal obligations to notify relevant stakeholders of security breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach involving customer or partner data on our systems or those of subcontractors processing customer or partner data on our behalf. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach may cause us to breach customer contracts. Depending on the facts and circumstances of such an incident, these damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. Such an event also could harm our reputation and result in litigation against us. Any of these results could materially adversely affect our financial performance. Our agreements with certain customers may require us to use industry-standard, reasonable, or other specified measures to safeguard sensitive personal information or confidential information, and any actual or perceived breach of such measures may increase the likelihood and frequency of customer audits under our agreements, which is likely to increase the costs of doing business. An actual or perceived security breach could lead to claims by our customers, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts, which we have in certain agreements, would be enforceable or adequate or would otherwise protect us from liabilities or damages.

Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our applications, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices, or to modify our business and operational capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers were to be disrupted, we could incur significant liability, or our applications, systems or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

If we fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more of our customers or partners, or if we suffer a cyberattack that impacts our ability to operate our applications, systems, or networks, we may suffer material damage to our reputation, business, financial condition and results of operations. Further, we may not have adequate insurance coverage for security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or breaches. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance, or could exceed our applicable

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insurance coverage limits. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss. Our risks are likely to increase as we continue to expand our applications, systems, or networks, grow our customer base, and Process, store, and transmit increasingly large amounts of proprietary and sensitive data.

Remediation of any potential cybersecurity breach may involve significant time, resources, and expenses, which may result in potential regulatory inquiries, litigation or other investigations, and could affect our financial and operational condition.

Our ability to generate revenue and properly capture the occurrence of certain revenue-generating events depends on the collection, reliability, and use of significant amounts of data from various sources, which may be restricted by consumer choice, restrictions imposed by retailers, publishers and browsers or other software developers, changes in technology, and new developments in laws, regulations and industry requirements or standards.

Our ability to generate revenue, and properly capture the occurrence of certain revenue-generating events, depends on the collection, reliability, and use of significant amounts of data from various sources, including data that we receive from retailers and other parties. Additionally, our ability to deliver our solutions depends on our ability to successfully leverage data, including data that we collect from consumers, data we receive from retailers and other parties, and data from our own operating history. Using loyalty card numbers both online and in-store, device identifiers (including Google AdID and Apple IDFA), cookies, and other tracking technologies, we, our retail partners and other data providers collect information about the interactions of consumers with our retail partners’ digital and in-store, with our owned and operated properties, and with certain other publisher sites and mobile applications, as well as other data such as location. We may enhance this data with other data, such as demographic information that we obtain from data providers.

As an example, for certain media campaigns, we receive tracking information from the systems of retailers, their service providers, and other third parties. If those parties fail to provide us information, fail to provide information in a timely fashion, or provide incorrect information, or if for other reasons we are unable to properly track such information, our results of operations and our ability to timely determine our revenue share payment obligation to retailers could be adversely impacted. Additionally, our ability to successfully leverage such data depends on our continued ability to access and use data from various sources, which can be restricted by a number of factors, including consumer choice, the success in obtaining consumer consent; restrictions imposed by our retail and other data partners or other third parties, publishers and web browser developers or other software developers; changes in technology, including changes in web browser technology; and new developments in, or new interpretations of laws, regulations and industry standards. For example, Apple in 2021 began implementing several changes to iOS that will require consumers to opt-in to sharing data with publisher sites and app, which may adversely impact our business. Consumer resistance to the collection and sharing of the data used to deliver targeted advertising, increased visibility of consent or “do not track” mechanism as a result of industry regulatory and/or legal developments, the adoption by consumers of browsers settings or “ad-blocking” software, and the development and deployment of new technologies could materially impact our ability to collect data or reduce our ability to deliver relevant promotions or media, which could materially impair the results of our operations. See the risk factor above titled “Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or failure by us to comply with these laws, regulations and industry standards could substantially harm our business and results of operations” for additional information.

In addition, unfavorable publicity and negative public perception about our industry, or data collection and use, could adversely affect our business and operating results. With the growth of online advertising and eCommerce, there is increasing awareness and concern among the general public, privacy advocates, mainstream media, governmental bodies and others regarding marketing, advertising, and privacy matters, particularly as they relate to individual privacy interests. Any unfavorable publicity or negative public perception about our use of data, or about data-focused industries, could affect our business and results of operations, and may lead digital publishers like Facebook to change their business practices or trigger additional regulatory scrutiny or lawmaking that could affect us. Negative public attention could cause advertisers or our retail partners to discontinue using our targeted

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advertising solutions and limit our ability to measure campaigns delivered through our platforms. This public scrutiny may also lead to general distrust of data and marketing companies, consumer reluctance to share and permit use of personal data, and increased consumer opt-out rates, any of which circumstances could negatively influence, change or reduce our current and prospective customers’ demand for our products and services and adversely affect our business and operating results.

If the use of mobile device identifiers, third-party cookies or other tracking technology is rejected by consumers, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, the benefits of our offerings and solutions could diminish, our data and media acquisition costs could increase and we could lose customers and revenue.

We and our third-party partners use, or might opt to use, a number of technologies to collect information used to deliver our solutions. For instance, mobile device identifiers such as Apple IDFA and Google AdID help us and our third-party partners identify, target and measure relevant promotions and media to consumers. Advertising shown on mobile applications can also be affected by blocking or restricting use of mobile device identifiers. Data regarding interactions between users and devices are tracked mostly through stable, pseudonymous advertising identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the platforms through which the applications are accessed and could be changed by the platforms in ways that could impair our ability to target, deliver, or measure the effectiveness of our solutions, any of which may negatively impact our business. In addition, mobile operating system and browser providers have implemented product changes and may in the future implement changes to limit the ability of websites and application developers to collect and use these mobile device identifiers and other data to target and measure advertising. For example, in April 2021 Apple shifted to require user opt-in before permitting access to Apple’s unique identifier, or IDFA. This shift from enabling user opt-out to an opt-in requirement is likely to have a substantial impact on the mobile advertising ecosystem, increase data and media acquisition costs, and could harm our growth.

Our platforms use location data to localize and deliver geographically relevant content to shoppers. For instance, our DOOH solution tracks a mobile device user’s geographical proximity to the public DOOH display so that localized relevant marketing campaigns will be displayed to the user when they are nearby. Our ability to obtain and use location data could also become limited by consumer choice and subject to privacy-related restrictions. If such restrictions and regulations negatively impact our ability to use location data in our solutions, such as our ability to track identifiable mobile device users within the proximity of DOOH display screens, there could be less customer demand for our platforms and solutions and our business and revenue would be negatively impacted.

We also use small text files (referred to as "cookies"), placed through an Internet browser on a consumer's machine which corresponds to a data set that we keep on our servers, to gather important data to help deliver our solutions. Certain of our cookies, including those that we predominantly use in delivering our solutions through Internet browsers, are known as "third-party" cookies because they are delivered by third parties rather than by us. Our cookies collect information, such as when a consumer views an advertisement, clicks on an advertisement, or visits one of our advertisers' websites. In some countries, including countries in the European Economic Area, and certain states within the United States, such as California, this information may be considered personal information under applicable data protection laws. When a consumer interacts with our solutions on a mobile device, we may also obtain location-based information about the user's device through our cookies or other tracking technologies. We use these technologies to achieve our customers' campaign goals, to ensure that the same consumer does not unintentionally see the same media too frequently, to report aggregate information to our customers regarding the performance of their digital promotions and marketing campaigns, and to detect and prevent fraudulent activity throughout our network. We also use data from cookies to help us decide whether and how much to bid on an opportunity to place an advertisement in a certain Internet location and at a given time in front of a particular consumer. A lack of data associated with or obtained from third-party cookies may detract from our ability to make decisions about which inventory to purchase for a customer's campaign and thereby may adversely affect the effectiveness of our solution and harm our business.

Cookies may be deleted or blocked by consumers. The most commonly used Internet browsers (including Chrome, Firefox, and Safari) allow their users to prevent cookies from being accepted by their browsers. Consumers can also delete cookies from their computers. Some consumers also download "ad blocking" software that prevents cookies from being stored on a user's computer. If more consumers adopt these settings or delete their cookies more frequently than they currently do, our business could be negatively affected. In addition, certain web browsers may block third-party cookies by default. For example, Apple previously released an update to its

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Safari browser that limits the use of cookies, and other browsers may do so in the future. Unless such default settings in browsers are altered by consumers to permit the placement of third-party cookies, we would be able to set fewer of our cookies in users’ browsers, which reduces our ability to achieve our customers' campaign goals, measure performance of these campaigns, and detect fraudulent activity, any of which could adversely affect our business. In addition, companies such as Google have publicly disclosed their intention to move away from cookies to another form of persistent unique identifier, or ID, to identify individual consumers or Internet-connected devices in the bidding process on advertising exchanges. Companies not using shared IDs across the entire ecosystem could have a negative impact on our ability to find the same user across different web properties, and thereby reduce the effectiveness of our solutions.

In addition, the EU Directive 2009/136/EC amending Directive 2002/22/EC, (collectively referred to as the "Cookie Directive") directs EU Member States to ensure that collecting information on a consumer's computer, such as through a non-essential cookie, is allowed only if the consumer has appropriately given his or her prior freely given, specific, informed and unambiguous consent. Similarly, this Cookie Directive, which also contains specific rules for the sending of marketing communications, limits the use of marketing texts messages and e-mails. Additionally, the "e-Privacy Regulation", which will replace the Cookie Directive with requirements that could be stricter in certain respects, will apply directly to activities within the EU without the need to be transposed in each Member State’s Law, and could impose stricter requirements regarding the use of cookies, marketing e-mails and text messages. Additional penalties for noncompliance have been proposed in connection with the e-Privacy Regulation, although at this time it is unclear whether the e-Privacy Regulation will be approved as it is currently drafted or when its requirements will be effective. We may experience challenges in obtaining appropriate consent to our use of cookies from consumers or to send marketing communications to consumers within the EU, which may affect our ability to run promotions and our operating results and business in European markets, and we may not be able to develop or implement additional tools that compensate for the lack of data associated with cookies. Moreover, even if we are able to do so, such additional tools may be subject to further regulation, may be time consuming to develop or costly to obtain, and may be less effective than our current use of cookies.

We allow our clients and partners to utilize application programming interfaces ("APIs"), with our platforms, which could result in outages or security breaches and negatively impact our business, financial condition and results of operations.

The use of APIs by our customers, as well as by retailer and other network partners, has significantly increased in recent years. Our APIs allow customers, as well as retailer and other network partners, to integrate their own business system with our platforms. The increased use of APIs increases security and operational risks to our systems, including risks relating to management of system access controls such as timely retirement of network user IDs as well as the risks of intrusion attacks, data theft, or denial of service attacks. Furthermore, while APIs allow greater ease and power in accessing our platforms, they also increase the risk of overusing our systems, potentially causing outages. While we have taken measures intended to decrease security and outage risks associated with the use of APIs, we cannot guarantee that such measures will be successful. Our failure to prevent outages or security breaches resulting from API use could result in government enforcement actions against us, claims for damages by consumers and other affected individuals, costs associated with investigation and remediation damage to our reputation and loss of goodwill, any of which could harm our business, financial condition and results of operations.

Our business relies in part on electronic messaging, including emails and SMS text messages, and any technical, legal or other restrictions on the sending of electronic messages or an inability to timely deliver such communications could harm our business.

Our business is in part dependent upon electronic messaging. We provide emails, mobile alerts and other messages to consumers informing them of the digital coupons on our websites, and we believe these communications help generate a significant portion of our revenues. We also use electronic messaging as part of the consumer sign-up and verification process. Because electronic messaging services are important to our business, if we are unable to successfully deliver electronic messages to consumers, if there are legal restrictions on delivering these messages to consumers, or if consumers do not or cannot open our messages, our revenues and profitability could be adversely affected. Changes in how webmail applications or other email management tools organize and prioritize email may result in our emails being delivered or routed to a less prominent location in a consumer’s inbox, or may be viewed as “spam” by consumers, and thereby may reduce the likelihood of that consumer opening our emails. Actions taken by third parties that block, impose restrictions on, or charge for the delivery of, electronic messages could also harm our business. From time to time, Internet service providers or

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other third parties may block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to consumers.

Changes in laws or regulations, or changes in interpretations of existing laws or regulations, including the Telephone Consumer Protection Act ("TCPA") in the United States and laws regarding commercial electronic messaging in other jurisdictions, that would limit our ability to send such communications or impose additional requirements upon us in connection with sending such communications could also adversely impact our business. For example, the Federal Communications Commission in recent years amended certain of its regulations under the TCPA in a manner that could increase our exposure to liability for certain types of telephonic communication with customers, including but not limited to text messages to mobile phones. Under the TCPA, plaintiffs may seek actual monetary loss or statutory damages per violation, whichever is greater, and courts may treble the damage award for willful or knowing violations. Given the enormous number of communications we send to consumers, the actual or perceived improper sending of communications, or a determination that there have been violations of the TCPA or other communications-based statutes, could subject us to potential risks including liabilities or claims relating to consumer protection laws, and could expose us to significant damage awards that could, individually or in the aggregate, materially harm our business. Moreover, even if we prevail, such litigation against us could impose substantial costs and divert our management’s attention and resources.

We also rely on social networking messaging services to send communications. Changes to these social networking services’ terms of use or terms of service that limit promotional communications; restrictions that would limit our ability or our customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services; or reductions in the use of or engagement with social networking services by customers and potential customers could also harm our business.

We rely on a third-party service for the delivery of daily emails and other forms of electronic communication, and delay or errors in the delivery of such emails or other messaging we send may occur and be beyond our control, which could damage our reputation or harm our business, financial condition and operating results. If we were to be unable to use our current electronic messaging services, alternate services are available; however, we believe our sales could be impacted for some period as we transition to a new provider, and the new provider may be unable to provide equivalent or satisfactory electronic messaging service. Any disruption or restriction on the distribution of our electronic messages, termination or disruption of our relationship with our messaging service providers, including our third-party service that delivers our daily emails, or any increase in our costs associated with our email and other messaging activities could harm our business.

Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our platforms, including our websites and mobile applications, and any significant disruption in service could result in a loss of advertisers, retailers and consumers.

We deliver digital promotions and media via our platforms, including over our websites and mobile applications, as well as through those of our advertisers and retailers and our publishers and other third parties. Our reputation and ability to acquire, retain and serve advertisers and retailers, as well as consumers who use digital promotions or view media on our platforms are dependent upon the reliable performance of our platforms. As the number of our advertiser customers, retailers and consumers; the number of digital promotions, digital media and information shared through our platforms; and the number of network endpoints (for example, DOOH display screens) continue to grow, we will need an increasing amount of network capacity and computing power. Our technology infrastructure and platforms are hosted across two data centers in co-location facilities in California and Virginia. We also operate our applications and services on industry-leading cloud platforms. We have spent and expect to continue to spend substantial amounts in our data centers, cloud platforms, and equipment and related network infrastructure to handle the traffic on our platforms. The operation of these systems is expensive and complex, and could result in operational failures and/or slow remediation response times in the event of a network incident. In the event that the number of transactions or the amount of traffic on our platforms grows more quickly than anticipated, we may be required to incur significant additional costs. In addition, as we scale, we must continually invest in our information technology, and also continue to invest in information security, infrastructure and automation as we strive to reduce complexities and siloed elements of our platforms. Deployment of new software or processes, whether or not relating to the transition from legacy to new IT systems, may adversely affect the performance of our services and harm the customer experience. If we fail to support our platforms or provide a strong customer experience, our ability to retain and attract customers may be negatively affected. Interruptions in these systems or service disruptions, whether due to system failures, computer viruses, malware, ransomware, denial of service attacks, attempts to degrade or disrupt services, or physical or electronic break-ins, could affect the

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security or availability of our websites and platforms, and prevent advertisers, retailers or consumers from accessing our platforms. A substantial portion of our network infrastructure is hosted by third-party providers. Any disruption in these services or any failure of these providers to handle existing or increased traffic could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and furthermore we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential advertisers, retailers and consumers, which could harm our operating results and financial condition.

We currently have not experienced disruptions to our network or operations as a result of COVID-19, but there are no guarantees there will not be disruptions in the future. However, due to the continuing impact of the COVID-19 pandemic both inside and outside the U.S., and especially in India where a significant portion of our operations, engineering and IT personnel are situated, we could experience disruptions to our operations, network or product development activities, which could impact our provision of services to customers as well as our internal operations and support functions.

We are dependent on technology systems and electronic communications networks that are supplied and managed by third parties, which could result in our inability to prevent or respond to disruptions in our services.

Our ability to provide services to consumers depends on our ability to communicate with advertisers, retailers and consumers through the public Internet and electronic networks that are owned and operated by third parties. Our solutions and services also depend on the ability of our users to access the public Internet. In addition, in order to provide services promptly, our computer equipment and network servers must be functional 24 hours per day, which requires access to telecommunications facilities managed by third parties and the availability of electricity, neither of which we control. Severe disruptions, outages, defects, or other security performance and quality problems with one or more of these networks, including as a result of utility or third-party system interruptions, or any material change in our contractual and other business relationships with third-party providers, could impair our ability to process information, which in turn could impede our ability to provide digital promotions and media to consumers; harm our reputation; increase expenses, including significant, unplanned capital investments and/or contractual obligations; and result in a loss of consumers or advertisers and retailers, any of which could adversely affect our business, financial condition, and operating results.

For example, our employees continue to work under remote or hybrid work arrangements, and accordingly are dependent upon their respective internet service providers to be able to access the internet, our systems and systems of our service providers. In other words, our business workflows now rely on availability of residential broadband bandwidth as well as connectivity which is currently under considerable strain. If the residential broadband and internet access break down under strain, our business and operations would be negatively affected.

We may not be able to adequately protect our intellectual property rights.

We regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, and similar intellectual property as critical to our success.

We strive to protect our intellectual property rights in a number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We strive to protect our intellectual property rights by relying on federal, state and common law rights, contractual restrictions, and rights provided under foreign laws. Applicable laws are subject to change at any time and could further restrict our ability to protect our intellectual property rights.

We also may not be able to acquire or maintain appropriate domain names in all countries in which we do business. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.

We typically enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. Also, from time to time, we make our intellectual property rights available to others under license agreements. However, these contractual arrangements and the other steps

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we have taken to protect our intellectual property may not prevent the misappropriation or disclosure of our proprietary information, infringement of our intellectual property rights or deter independent development of similar technologies by others, and may not provide an adequate remedy in the event of such misappropriation or infringement. Third parties that license our proprietary rights also may take actions that diminish the value of our proprietary rights or reputation.

Obtaining and maintaining effective intellectual property rights is expensive, including the costs of defending our rights. Even where we have such rights, they may be later found to be unenforceable or have a limited scope of enforceability. We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be negatively affected.

We may be accused of infringing intellectual property rights of third parties.

Other parties may claim that we infringe their proprietary rights. We are, have been subject to, and expect to continue to be subject to, claims and legal proceedings regarding alleged infringement by us of the intellectual property rights of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us, or the payment of damages, including to satisfy indemnification obligations. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. In addition, we may not be able to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property we do not own. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.

We may lose significant brand equity in our “Quotient.com” domain name, our Shopmium.com domain name, and other valuable domain names. We are phasing out our use of the coupons.com domain, which we will replace with our Shopmium cash-back mobile app. If we lose the ability to use a domain name or brand names, whether due to trademark claims, failure to renew an applicable registration, or any other cause, we may be forced to market our products under new domain names or brand names, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain names or brand names in question. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names or brand names similar to ours. We also may not be able to acquire or maintain appropriate domain names or trademarks in all countries in which we do business. Domain names similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names or brand names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names or brand names may require litigation, which could result in substantial costs and diversion of management’s attention and thereby harm our business.

Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions.

We use open source software in our solutions and plan to use open source software in the future. From time to time, we may face claims from third parties claiming ownership of, or demanding release of, the open source software and/or derivative works that we developed using such software (which could include our proprietary source code), or that are otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have a negative effect on our business and operating results.

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Risks Related to Ownership of our Common Stock

The market price of our common stock has been, and is likely to continue to be, subject to wide fluctuations and could subject us to litigation.

The price of our common stock may change in response to variations in our operating results and also may change in response to other factors, including factors specific to technology companies, many of which are beyond our control. As a result, our stock price may experience significant volatility. Among other factors that could affect our stock price are:

•the financial projections that we or analysts may choose to provide to the public, any changes in these projections or our failure for any reason to meet these projections;

•actual or anticipated changes or fluctuations in our results of operations;

•whether our results of operations meet the expectations of securities analysts or investors;

•addition or loss of significant customers or commercial business partners;

•price and volume fluctuations in the overall stock market from time to time;

•fluctuations in the trading volume of our shares or the size of our public float;

•success of competitive products or services;

•the public’s response to press releases or other public announcements by us or others, including our filings with the SEC;

•disputes or other developments related to proprietary rights, including patents, litigation matters or our ability to obtain intellectual property protection for our technologies;

•announcements relating to litigation;

•speculation about our business in the press or the investment community;

•reports, guidance and ratings issued by securities or industry analysts;

•future sales of our common stock by our significant stockholders, officers and directors;

•changes in our capital structure, such as future issuances of debt or equity securities;

•our entry into new markets;

•regulatory developments in the United States or foreign countries;

•strategic actions by us or our competitors, such as acquisitions or restructurings;

•business model or solution delivery changes that result in differences in accounting treatment, including whether revenue is recognized on a net or gross basis;

•actions instituted by activist stockholders or others;

•any significant changes in our management or our board of directors; and

•changes in accounting principles.

If any of the foregoing occurs, it could cause our stock price or trading volume to decline. In addition, the stock market in general has experienced substantial price and volume volatility that is often seemingly unrelated to the operating results of any particular companies. Moreover, if the market for technology stocks or the stock market in general experiences uneven investor confidence, the market price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The market price for our stock might also decline in reaction to events that affect other companies within, or outside, our industry, even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been subject of securities litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of management’s attention and resources.

Our tax benefits preservation plan, which will remain in effect until January 2, 2023, may reduce the volume of trading in our stock because it limits the ability of persons or entities from acquiring a significant percentage of our outstanding stock.

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Our tax benefits preservation plan is designed to preserve the value of certain tax assets associated with NOL carryforwards under Section 382 of the Internal Revenue Code of 1986. For so long as the tax benefits preservation plan remains in effect, the inability of some stockholders to acquire a significant position in our common stock could substantially reduce the market liquidity of our common stock, making it more difficult for a stockholder to dispose of, or obtain accurate quotations for the price of, our common stock.

Our business could be negatively affected as a result of actions of stockholders.

We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance. Our board of directors and management team are committed to acting in the best interests of all of our stockholders. There is no assurance that the actions taken by our board of directors and management in seeking to maintain constructive engagement with certain stockholders will be successful.

On April 13, 2022, Engaged Capital Flagship Master Fund, LP, together with certain affiliates (collectively “Engaged”), filed a preliminary proxy statement seeking to solicit proxies in favor of the election of two director candidates to our board of directors at our 2022 annual meeting of stockholders ("2022 Annual Meeting"). Engaged also made public statements critical of our board of directors, management and operations. On May 16, the Company and Engaged entered into a Cooperation Agreement that, among other things, provided for a phased-out declassification of our board of directors; the appointment of two Engaged nominees to the board of directors and to certain of its committees; Steven Boal resigning as CEO no later than the 2022 Annual Meeting; and Mr. Boal not standing for re-election as a board member at the 2022 Annual Meeting. The amounts of time, attention and resources that were required of our company and its board and executive leadership to address Engaged-related matters, including the potential proxy contest with Engaged and the settlement with Engaged, were substantial, and the residual impact of this diversion of the Company's resources and leadership away from operational matters on the Company's business and financial performance is uncertain.

Moreover, responding to these and any future actions by Engaged by other activist stockholders likewise could be costly and time-consuming, disruptive to our operations, and distracting to our management, our board of directors and our employees. Any future contested election with respect to the company's directors could require us to incur substantial legal, public relations and other advisory fees and proxy solicitation expenses. Further, in such situation we may choose to initiate, or may become subject to, litigation as a result of proposals by activist stockholders or proxy contests or matters relating thereto, which would serve as a further distraction to our board of directors and management and could require us to incur significant additional costs.

Additionally, perceived uncertainties as to our future direction as a result of stockholder activism or changes to the composition of our board of directors may lead to the perception of a change in the direction of our business or other instability, which may be exploited by our competitors and/or other activist stockholders and cause concern to our current or potential customers, employees, investors, partners and other constituencies, which could result in lost sales and the loss of business opportunities and make it more difficult to attract and retain qualified personnel and business partners. If customers choose to delay, defer or reduce business with us or do business with our competitors instead of us, then our business, financial condition and operating results would be adversely affected. In addition, our share price could experience periods of increased volatility as a result of stockholder activism.

Substantial future sales of shares by our stockholders could negatively affect our stock price.

Sales of a substantial number of shares of our common stock in the public market could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We have approximately 96,264,693 shares of common stock outstanding as of June 30, 2022, assuming no exercise of our outstanding options or vesting of our outstanding RSUs.

Our equity incentive plans allow us to issue, among other things, stock options, restricted stock and restricted stock units, and we have filed a registration statement under the Securities Act to cover the issuance of shares upon the exercise or vesting of awards granted under those plans.

The concentration of our common stock ownership with our executive officers, directors and owners of 5% or more of our outstanding common stock will limit our ability to influence corporate matters.

Our executive officers, directors and owners of 5% or more of our outstanding common stock together beneficially own approximately 47% of our outstanding common stock, based on the number of shares outstanding

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as of June 30, 2022. These stockholders therefore have significant influence over management and affairs, and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future. This concentrated control limits stockholders' ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. This ownership could affect the value of a stockholder's shares of common stock.

If securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us, the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that securities analysts and other third parties choose to publish about us. We do not control these analysts or other third parties. The price of our common stock could decline if one or more securities analysts downgrade our common stock or if one or more securities analysts or other third parties publish inaccurate or unfavorable research about us or cease publishing reports about us.

We do not intend to pay dividends for the foreseeable future.

We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business, and do not anticipate paying cash dividends on our common stock. As a result, a stockholder can expect to receive a return on the stockholder's investment in our common stock only if the market price of the stock increases.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Provisions in our certificate of incorporation and by-laws may have the effect of delaying or preventing a change of control or changes in our management. Amongst other things, these provisions:

•authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to defend against a takeover attempt;

•require that directors only be removed from office for cause and only upon a majority stockholder vote;

•provide that vacancies on the Board of Directors, including newly created directorships, may be filled only by a majority vote of directors then in office rather than by stockholders;

•prevent stockholders from calling special meetings; and

•prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders.

In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder becomes an “interested” stockholder.

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Risks Related to Debt Financing Transactions

We are leveraged financially, which could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to satisfy our future growth, business needs and development plans.

In November 2017, we issued $200 million aggregate principal amount of convertible senior notes (the “notes”), which are due and payable on December 1, 2022.  

Additionally, in November 2021, we entered into an asset-based credit agreement (the “ABL Credit Agreement”). The ABL Credit Agreement was amended as set forth in the First Amendment and Limited Waiver to Loan, Guaranty and Security Agreement dated August 5, 2022 (the "First Amendment"), which is described in the fourth paragraph of this section. Prior to the First Amendment, the ABL Credit Agreement provided for available borrowings up to $100 million (the "ABL Facility"), with the actual amount dependent on a “borrowing base” number consisting of the sum of various categories of eligible accounts receivable (the lesser of such number and $100 million, the “Line Cap”). The ABL Facility matures and all outstanding amounts, if any, become due and payable in November 2026 (“fixed ABL maturity date”), except as provided in the First Amendment.

The ABL Credit Agreement, as modified by the First Amendment, continues to contain the same customary conditions as to borrowings, events of default and covenants that restrict the our ability to sell assets; make changes to the nature of our business; engage in merger or acquisition activity; incur, assume or permit to exist additional indebtedness and guarantees; create or permit to exist liens; pay dividends; issue equity instruments; make distributions or redeem or purchase capital stock or make other investments; and make payments in respect of certain debt. The ABL Credit Agreement also requires that if the Company’s Excess Availability (defined as the Line Cap less borrowed amounts or issued letters of credit) is less that the greater of (i) the Line Cap and (ii) $10 million, the Company will maintain a compliance with a fixed charge coverage ratio as provided in the First Amendment. In addition, the ABL Credit Agreement includes customary events of default, the occurrence of which may require that the Company pay an additional 2.0% interest on the outstanding loans under the ABL Credit Agreement.

The First Amendment, among other things, waived an event of default that occurred as a result of the Company’s non-compliance as of June 30, 2022 with a covenant requiring the company to maintain a minimum fixed charge coverage ratio (“FCCR”) of 1.0, based on a 12-month lookback period as measured from such quarter-end date. The First Amendment also amended such FCCR covenant as follows: (i) to reduce the FCCR requirement to 0.5 for, and solely for a three-month lookback period as measured from, the quarter-end date of September 30, 2022; (ii) to restore the FCCR requirement to 1.0 for a six-month lookback period as measured from the quarter-end date of December 31, 2022; (iii) to maintain the FCCR requirement of 1.0 for a nine-month lookback period as measured from the quarter-end date of March 31, 2023; and (iv) to resume the full 12-month lookback, as well as maintain the 1.0 FCCR requirement, as measured from the quarter-end date of June 30, 2023 and to maintain such covenant requirement with respect to all succeeding quarters.

In addition, the First Amendment (i) redefined the term “Termination Date” to extend the springing maturity date, to November 1, 2022, that is triggered in the absence of a refinancing of the Company’s 1.75% Convertible Senior Notes due 2022 and to remove, as an option to avoid the triggering of the revised springing maturing date, a cash payoff occurring later than September 1, 2022; (ii) reduced the aggregate principal amount available for borrowing to up to $50.0 million; and (iii) included a temporary $5.0 million availability block based on the Company’s FCCR.

Our leveraged capital structure could have negative consequences, including, but not limited to, the following:

•our ability to maintain compliance with the financial covenants is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties;

•we may be more vulnerable to economic downturns, less able to withstand competitive pressures, and less flexible in responding to changing business and economic conditions;

•our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes may be limited;

•a substantial portion of our cash flow from operations in the future may be required for the payment of the principal amount of our existing indebtedness when it becomes due; and

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•we may elect to make cash payments upon any conversion of the convertible notes, which would reduce our cash on hand

Our ability to meet our payment obligations under our notes and the ABL Facility, as well as maintain compliance with financial covenants under the ABL Credit Agreement, depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. There can be no assurance that our business will generate cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. If we are unable to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we were unable to implement one or more of these alternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effect on our business, results of operations, or financial condition.

The conditional conversion feature of the notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the notes is triggered, holders of the notes will be entitled to convert their notes at any time during specified periods at their option. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. If one or more holders elect to convert their notes, (unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)), we intend to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders of notes do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the notes, could have a material effect on our reported financial results.

Upon adoption of ASU 2020-06 as of the first quarter of 2022, the Company no longer uses the treasury stock method for calculating diluted earnings per share. Instead, the Company uses the if-converted method for calculating diluted earnings per share. Under the treasury stock method, the transaction was accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. Under the if-converted method, the transaction is accounted for as if the number of shares of common stock issuable upon conversion occurs at the beginning of the reporting period. The consequence to the Company's financial results of using the if-converted method at present is not problematic because the Company is in a net loss position in the Company's consolidated statement of operations and the convertible senior notes were determined to be anti-dilutive. However, if the Company becomes in a net profit position, then our diluted earnings per share could be adversely affected.

Conversion of our notes will dilute the ownership interest of existing stockholders and may depress the price of our common stock.

The conversion of some or all of our notes, if such conversion occurs, will dilute the ownership interests of then-existing stockholders to the extent we deliver shares upon conversion of any of the notes. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the notes into shares of our common stock could depress the price of our common stock.

General Risks

Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events or terrorism.

Our headquarters is currently located in Salt Lake City, Utah. Our current technology infrastructure is hosted across two data centers in co-location facilities in California and Virginia. In addition, we use industry-leading cloud providers to host our applications and services. Our services, operations and the data centers from which we provide our services are vulnerable to damage or interruption from earthquakes, fires, floods, public health crises

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such as pandemics and epidemics, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events (such as the COVID-19 pandemic). A significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, financial condition and results of operations and our insurance coverage may be insufficient to compensate us for losses that may occur. In addition, global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Acts of terrorism could cause disruptions to the Internet, our business or the economy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting areas where data centers upon which we rely are located, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Such disruptions could negatively impact our ability to run our websites, which could harm our business.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

We may in the future be required to raise additional capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity or equity-linked financing, such as our convertible senior notes, may dilute the interests of our stockholders, and additional debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business. In addition, while the ultimate potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and could result in, significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity in the future.

Global economic conditions could materially adversely affect our revenue and results of operations.

Our business has been and may continue to be affected by a number of factors that are beyond our control, such as general geopolitical, economic and business conditions; conditions in the financial markets; and changes in the overall demand for, or supply of, CPG products. A severe and/or prolonged economic downturn could adversely affect our customers' financial condition and the levels of marketing spend of our customers. While we have seen advertisers or CPGs continue to spend, and in certain cases increase spend, on promotions during economic downturns, there is no guarantee they will continue to do so in a future economic downturn, including one that may be presently taking shape due to the persistence of the COVID-19 pandemic and inflationary pressures. Weakness in, and uncertainty about, global economic conditions may cause advertisers and retailers to postpone marketing in response to tighter credit, negative financial news and/or declines in income or asset values. If inflation were to increase, advertisers and retailers could face higher manufacturing, supply chain or related input costs associated with the goods they produce and offer for sale, which could negatively impact their margins and otherwise make them less apt to utilize our solutions, which in turn would negatively impact our revenue. As also noted in the risk factor “The effects of health epidemics, including the COVID-19 pandemic, have had, and may continue to have, an adverse impact on our business, operations and the markets and communities in which we and our partners operate” above, the COVID-19 pandemic has significantly increased economic uncertainty. Some advertisers continue to experience supply chain pressures and have not returned to pre-pandemic levels of promotional marketing spend. The economic slowdown that was severe in the initial months following the pandemic's breakout in 2020 has moderated, but due to the widespread and persistent presence of COVID-19 variants, both in the U.S. and in non-U.S. countries, the risk of a global recession remains. In addition, adverse changes in economic conditions such as a rise in inflation and inflationary expectations, whether as a result of the pandemic or otherwise, can significantly harm demand for our marketing solutions (or change the mix of solutions demanded) and make it more challenging to forecast our operating results and make business decisions.

In addition, the economic problems affecting the financial markets and the uncertainty in global economic conditions resulted in a number of adverse effects including a low level of liquidity in many financial markets, extreme volatility in credit, equity, currency and fixed income markets; instability in the stock market; and high unemployment. There could be a number of other follow-on effects from these economic developments on our business, including customer insolvencies, decreased demand for our marketing solutions; decreased customer ability to pay their accounts, and increased collections risk and defaults.

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Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.         Defaults Upon Senior Securities.

None.

Item 4.         Mine Safety Disclosures.

Not applicable.

Item 5.         Other Information.

Because this Quarterly Report on Form 10-Q is being filed within four business days after the applicable triggering event, the information below is being disclosed under this Item 5 instead of under Item 1.01 (Entry into a Material Definitive Agreement) of Form 8-K.

Amendment of ABL Credit Agreement:

As previously disclosed, on November 17, 2021, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Loan, Guaranty and Security Agreement (the “ABL Credit Agreement”) with Bank of America, N.A., and certain other financial institutions from time to time that may become parties to the ABL Credit Agreement (the “Lenders”) to provide for an asset-based revolving credit facility (the “ABL Facility”) in an aggregate initial principal amount of up to $100.0 million. Since November 17, 2021, there have been no borrowings or repayments under the ABL Facility.

On August 5, 2022, the Company entered into a First Amendment and Limited Waiver to the ABL Credit Agreement (the “First Amendment”). The First Amendment, among other things, waived an event of default that occurred as a result of the Company’s non-compliance as of June 30, 2022 with a covenant requiring the company to maintain a minimum fixed charge coverage ratio (“FCCR”) of 1.0, based on a 12-month lookback period as measured from such quarter-end date. The First Amendment also amended such FCCR covenant as follows: (i) to reduce the FCCR requirement to 0.5 for, and solely for a three-month lookback period as measured from, the quarter-end date of September 30, 2022; (ii) to restore the FCCR requirement to 1.0 for a six-month lookback period as measured from the quarter-end date of December 31, 2022; (iii) to maintain the FCCR requirement of 1.0 for a nine-month lookback period as measured from the quarter-end date of March 31, 2023; and (iv) to resume the full 12-month lookback, as well as maintain the 1.0 FCCR requirement, as measured from the quarter-end date of June 30, 2023 and to maintain such covenant requirement with respect to all succeeding quarters.

In addition, the First Amendment (i) redefined the term “Termination Date” to extend the springing maturity date, to November 1, 2022, that is triggered in the absence of a refinancing of the Company’s 1.75% Convertible Senior Notes due 2022 and to remove, as an option to avoid the triggering of the revised springing maturing date, a cash payoff occurring later than September 1, 2022; (ii) reduced the aggregate principal amount available for borrowing to up to $50.0 million; and (iii) included a temporary $5.0 million availability block based on the Company’s FCCR.

The foregoing description of the First Amendment and the ABL Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

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Item 6.         Exhibits.

		Incorporated by Reference
Number	Exhibit Title	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of the Registrant, as amended effective October 20, 2015.	10-K	001-36331	3.1	3/11/2016
3.2	Certificate of Designation of the Series A Junior Preferred Stock of the Registrant, dated November 12, 2021.	8-A	001-36331	3.1	11/12/2021
3.3	Certificate of Amendment of Amended and Restated Certificate of the Registrant, effective June 29, 2022.	8-K	001-36331	3.1	6/30/2022
3.4	Amended and Restated Bylaws of the Registrant, effective June 29, 2022.					X
4.1	Form of Registrant’s Common Stock Certificate.	S-1/A	333-193692	4.1	2/25/2014
4.2	Eighth Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated June 1, 2011.	S-1	333-193692	4.2	1/31/2014
4.3	Tax Benefits Preservation Plan, dated as of November 11, 2021, by and between the Registrant and American Stock Transfer & Trust Company, LLC as rights agent.	8-A	001-36331	4.1	11/12/2021
4.4	First Amendment to Tax Benefits Preservation Plan, dated as of April 29, 2022, by and between the Registrant and American Stock Transfer & Trust Company, LLC as rights agent.	8-K	001-36331	4.2	4/29/2022
10.1	Cooperation Agreement, by and between Quotient Technology Inc., Engaged Capital, LLC and certain of its affiliates, dated May 16, 2022.	8-K	001-36331	10.1	5/18/2022
10.2	First Amendment and Limited Waiver to Loan, Guaranty and Security Agreement dated August 5, 2022 by and between Registrant and Bank of America, N.A., as agent for the lenders.					X
10.3†	Separation Agreement with Pamela Strayer, effective April 15, 2022.					X
10.4†	Separation Agreement with Steven Boal, effective May 16, 2022.					X
10.5†	Offer Letter of Employment with Yuneeb Khan, dated March 1, 2022.					X
10.6†	Change of Control Severance Agreement with Yuneeb Khan, effective as of July 5, 2022.					X
10.7†	Change of Control Severance Agreement with John Kellerman, effective as of May 1, 2022.					X
10.8†	Amendment to the Change of Control Severance Agreement with Scott Raskin, effective as of May 1, 2022.	10-Q	001-36331	10.3	5/5/2022
10.9†	Amendment No. 2 to the Change of Control Severance Agreement with Scott Raskin, effective as of June 10, 2022.					X
10.10†	Amendment No. 2 to the Change of Control Severance Agreement with Connie Chen, effective as of May 1, 2022.	10-Q	001-36331	10.4	5/5/2022

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10.11†	Amendment No. 3 to the Change of Control Severance Agreement with Connie Chen, effective as of June 10, 2022.					X
10.12†	Change of Control Severance Agreement with Matthew Krepsik, effective as of May 1, 2022.	10-Q	001-36331	10.2	5/5/2022
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					X
101.SCH	Inline XBRL Taxonomy Extension Schema Document.					X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.					X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.					X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.					X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.					X
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)					X
*	The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Quotient under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
†	Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUOTIENT TECHNOLOGY INC.
Dated: August 9, 2022	By:	/s/ Matt Krepsik
		Matt Krepsik
		Chief Executive Officer
		(Principal Executive Officer)
Dated: August 9, 2022	By:	/s/ Yuneeb Khan
		Yuneeb Khan
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS OF
QUOTIENT TECHNOLOGY INC.

(effective June 29, 2022)

Article I
STOCKHOLDERS

1.1    Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be determined from time to time by the Board of Directors or, if not determined by the Board of Directors, by the Chairman of the Board, the President or the Chief Executive Officer; provided that the Board of Directors may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place but shall be held solely by means of remote communication in accordance with Section 1.13.

1.2    Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date to be fixed by the Board of Directors at a time to be fixed by the Board of Directors and stated in the notice of the meeting.

1.3    Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the Chief Executive Officer, for any purpose or purposes prescribed in the notice of the meeting and shall be held on such date and at such time as the Board may fix. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes stated in the notice of meeting.

1.4    Notice of Meetings.

(a)Written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date fixed by the Board of Directors for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or as required by law (meaning here and hereafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation). The notice of any meeting shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.

(b)Notice to stockholders may be given by personal delivery, mail, or, with the consent of the stockholder entitled to receive notice, by facsimile or other means of electronic transmission. If mailed, such notice shall be delivered by postage prepaid envelope directed to each stockholder at such stockholder’s address as it appears in the records of the corporation and shall be deemed given when deposited in the United States mail. Notice given by electronic transmission pursuant to this subsection shall be deemed given: (1) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c)Notice of any meeting of stockholders need not be given to any stockholder if waived by such stockholder either in a writing signed by such stockholder or by electronic transmission, whether such waiver is given before or after such meeting is held. If such a waiver is given by electronic transmission, the electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder.

1.5    Voting List. The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order for each class of stock and showing the mailing address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, (b) during ordinary business hours at the principal place of business of the corporation, or (c) in any other manner provided by law. If the meeting is held at a place, the list shall be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to the stockholders who are entitled to examine the list required by this Section 1.5 or to vote in person or by proxy at any meeting of stockholders.

1.6    Quorum. Except as otherwise provided by law or these Bylaws, the holders of a majority of the shares of the capital stock of the corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Where a separate class vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

1.7    Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the chairman of the meeting or, in the absence of such person, by any officer entitled to preside at or to act as secretary of such meeting, or by the holders of a majority of the shares of stock present or represented at the meeting and entitled to vote, although less than a quorum. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the date, time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if the Board of Directors fixes a new record date for determining the stockholders entitled to vote at the adjourned meeting in accordance with Section 4.5, written notice of the place, if any, date and time of the adjourned meeting and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1.8    Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person or may authorize any other person or persons to vote or act for such stockholder by a written proxy executed by the stockholder or the stockholder’s

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authorized agent or by an electronic transmission permitted by law and delivered to the Secretary of the corporation. Any copy, facsimile transmission or other reliable reproduction of the writing or electronic transmission created pursuant to this section may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.

1.9    Action at Meeting.

(a)     At any meeting of stockholders for the election of one or more directors at which a quorum is present, the election shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.

(b)     All other matters shall be determined by a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, a majority of the shares of each such class present in person or represented by proxy and entitled to vote on the matter shall decide such matter), provided that a quorum is present, except when a different vote is required by express provision of law, the Certificate of Incorporation or these Bylaws.

(c)     All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or the stockholder’s proxy, a vote by ballot shall be taken. Each ballot shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as an alternate inspector to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability.

1.10    Advance Notice of Stockholder Business (Other Than the Election of Directors).

(a)At any annual or special meeting of stockholders, only such business (other than nominations for election of directors, which is governed by Section 2.15 of these Bylaws) shall be conducted or considered as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder who (A) is a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner is the beneficial owner of shares of the corporation) both at the time of giving the notice provided for in this Section 1.10 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with the notice procedures set forth in this Section 1.10 as to such business. For any business to be properly brought before an annual meeting by a stockholder (other than nominations for election of directors, which is governed by Section 2.15 of these Bylaws), it must be a proper matter for stockholder action under the Delaware General Corporation Law, and the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder’s notice shall be in writing and must be received at the corporation’s principal executive offices not later than 90 days nor earlier than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting as first specified in the corporation’s notice of meeting (without regard to any postponements or adjournments of such meeting after such notice was first sent), provided, however, that if no annual meeting was held in

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the previous year or the date of the annual meeting is advanced by more than 30 days, or delayed (other than as a result of adjournment) by more than 30 days from the anniversary of the previous year’s annual meeting, notice by the stockholder to be timely must be received not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made. “Public announcement” for purposes hereof shall have the meaning set forth in Section 2.15(d) of these Bylaws. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. For business to be properly brought before a special meeting by a stockholder, the business must be limited to the purpose or purposes set forth in a request under Section 1.3.

(b)A stockholder’s notice to the Secretary of the corporation shall set forth (i) as to each matter the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting and the text of the proposal or business, including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the corporation, the language of the proposed amendment, and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is being made, and any of their respective affiliates or associates or others acting in concert therewith (each, a “Proposing Person”), (A) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and of any other Proposing Person, (B) the class or series and number of shares of the corporation which are owned beneficially and of record by the stockholder and any other Proposing Person as of the date of the notice, and a representation that the stockholder will notify the corporation in writing within five (5) business days after the record date for voting at the meeting of the class or series and number of shares of the corporation owned beneficially and of record by the stockholder and any other Proposing Person as of the record date for voting at the meeting, (C) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose the business specified in the notice, (D) any material interest of the stockholder and any other Proposing Person in such business, (E) the following information regarding the ownership interests of the stockholder and any other Proposing Person which shall be supplemented in writing by the stockholder not later than 10 days after the record date for voting at the meeting to disclose such interests as of such record date: (1) a description of any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder of record or any other Proposing Person may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or other Proposing Person, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation; (2) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or other Proposing Person has a right to vote any shares of any security of the corporation; (3) a description of any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder or other Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder or other Proposing Person with respect to any class or series of the shares of the corporation, or which

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provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the corporation (“Short Interests”); (4) a description of any rights to dividends on the shares of the corporation owned beneficially by such stockholder or other Proposing Person that are separated or separable from the underlying shares of the corporation; (5) a description of any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or other Proposing Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (6) a description of any performance-related fees (other than an asset-based fee) to which such stockholder or other Proposing Person is entitled based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s or other Proposing Person’s immediate family sharing the same household; (7) a description of any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the corporation held by such stockholder or other Proposing Person; and (8) a description of any direct or indirect interest of such stockholder or other Proposing Person in any contract with the corporation, any affiliate of the corporation or any principal competitor of the corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (F) any other information relating to such stockholder or other Proposing Person, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. The terms “associate” and “beneficially owned” for purposes hereof shall have the meanings set forth in Section 2.15(d) of these Bylaws.

(c)Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting or a special meeting of stockholders to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this section, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the corporation prior to the making of such proposal at such meeting by such stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(d)Notwithstanding the foregoing provisions of this Section 1.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.10; provided however, that any references in this Section 1.10 to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to proposals as to any business to be considered pursuant to this Section 1.10. Nothing in this Section 1.10 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.

(e)Notwithstanding any provisions to the contrary, the notice requirements set forth in subsections (a) and (b) above shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of the stockholder’s intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting.

1.11    Conduct of Business. At every meeting of the stockholders, the Chairman of the Board, or, in his absence, the Chief Executive Officer, or, in his absence, such other person as may be appointed by the Board of Directors, shall act as chairman. The Secretary of the corporation or a person designated

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by the chairman of the meeting shall act as secretary of the meeting. Unless otherwise approved by the chairman of the meeting, attendance at the stockholders’ meeting is restricted to stockholders of record, persons authorized in accordance with Section 1.8 of these Bylaws to act by proxy, and officers of the corporation.

The chairman of the meeting shall call the meeting to order, establish the agenda, and conduct the business of the meeting in accordance therewith or, at the chairman’s discretion, the business of the meeting may be conducted otherwise in accordance with the wishes of the stockholders in attendance. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

The chairman shall also conduct the meeting in an orderly manner, rule on the precedence of, and procedure on, motions and other procedural matters, and exercise discretion with respect to such procedural matters with fairness and good faith toward all those entitled to take part. Without limiting the foregoing, the chairman may (a) restrict attendance at any time to bona fide stockholders of record and their proxies and other persons in attendance at the invitation of the presiding officer or Board of Directors, (b) restrict use of audio or video recording devices at the meeting, and (c) impose reasonable limits on the amount of time taken up at the meeting on discussion in general or on remarks by any one stockholder. Should any person in attendance become unruly or obstruct the meeting proceedings, the chairman shall have the power to have such person removed from the meeting. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in Section 1.10 and this Section 1.11 and Section 2.15. The chairman of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the provisions of Section 1.10 and this Section 1.11 and Section 2.15 and if he should so determine that any proposed nomination or business is not in compliance with such sections, he shall so declare to the meeting that such defective nomination or proposal shall be disregarded.

1.12    Stockholder Action Without Meeting. Effective upon the date of the closing of the corporation’s initial public offering of its common stock (the “Effective Date”), any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders.

1.13    Meetings by Remote Communication. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in the meeting and be deemed present in person and vote at the meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (a) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (b) the corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

Article II
BOARD OF DIRECTORS

2.1     General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except

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as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy on the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.2    Number and Term of Office.

(a)Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, the number of directors shall initially be six (6) and, thereafter, shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption).

(b)Until the election of directors at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”), the Board of Directors shall be divided into two classes of directors, Class I and Class II, with the directors in Class II having a term that expires at the 2023 Annual Meeting and the directors in Class I having a term that expires at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”). The successors of the directors who, immediately prior to the 2022 annual meeting of stockholders (the “2022 Annual Meeting”), were members of Class II (and whose terms expired at the 2022 Annual Meeting) shall become members of Class II with a term expiring at the 2023 Annual Meeting; the directors who, immediately prior to the 2022 Annual Meeting, were members of Class III and whose terms were scheduled to expire at the 2023 Annual Meeting shall become members of Class II and shall continue to have terms expiring at the 2023 Annual Meeting; and the directors who, immediately prior to the 2022 Annual Meeting, were members of Class I and whose terms were scheduled to expire at the 2024 Annual Meeting shall become members of Class I and shall continue to have terms expiring at the 2024 Annual Meeting.

(c)Commencing with the election of directors at the 2023 Annual Meeting, there shall be a single class of directors, Class I, with all directors in Class I having a term that expires at the 2024 Annual Meeting. The successors of the directors who, immediately prior to the 2023 Annual Meeting, were members of Class II (and whose terms expire at the 2023 Annual Meeting) shall be elected at such meeting for a term that expires at the 2024 Annual Meeting, and the directors who, immediately prior to the 2023 Annual Meeting, were members of Class I and whose terms were scheduled to expire at the 2024 Annual Meeting shall continue to have terms expiring at the 2024 Annual Meeting.

(d)From and after the election of directors at the 2024 Annual Meeting, the Board of Directors shall cease to be classified and the directors elected at the 2024 Annual Meeting (and each annual meeting of the stockholders thereafter) shall be elected for a term expiring at the next annual meeting of the stockholders.

2.3    Vacancies and Newly Created Directorships. Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification or other cause (including removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, or by the sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of office of the class to which they have been elected expires or until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

2.4    Resignation. Any director may resign by delivering notice in writing or by electronic transmission to the President, Chief Executive Officer, Chairman of the Board or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

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2.5    Removal. Subject to the rights of the holders of any series of preferred stock then outstanding, until the Board of Directors shall cease to be classified, any directors, or the entire Board of Directors, may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. From and after the election of directors at the 2024 Annual Meeting when the Board of Directors shall cease to be classified, any director or the entire Board of Directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors; provided, that, whenever the holders of any class or classes of stock, or series thereof, are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, removal with or without cause of any directors elected by such class or classes of stock, or series thereof, will be by the holders of a majority of the shares of such class or classes of stock, or series of stock, then entitled to vote at an election of directors. Vacancies in the Board of Directors resulting from such removal referenced in this Section 2.5 may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director. Directors so chosen shall hold office until the next annual meeting of stockholders at which the term of office of the class to which they have been elected expires.

2.6    Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.7    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President or two or more directors and may be held at any time and place, within or without the State of Delaware.

2.8    Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by whom it is not waived by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director by whom it is not waived by (a) giving notice to such director in person or by telephone, electronic transmission or voice message system at least 24 hours in advance of the meeting, (b) sending a facsimile to his last known facsimile number, or delivering written notice by hand to his last known business or home address, at least 24 hours in advance of the meeting, or (c) mailing written notice to his last known business or home address at least three days in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

2.9    Participation in Meetings by Telephone Conference Calls or Other Methods of Communication. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.10    Quorum. A majority of the total number of authorized directors shall constitute a quorum at any meeting of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or at a meeting of a committee which authorizes a particular contract or transaction.

2.11    Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these Bylaws.

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2.12    Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.13    Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation, with such lawfully delegated powers and duties as it therefor confers, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the Delaware General Corporation Law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors.

2.14    Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

2.15    Nomination of Director Candidates.

(a)    Subject to the rights of holders of any class or series of preferred stock then outstanding, nominations for the election of directors at an annual meeting may be made by (i) the Board of Directors or a duly authorized committee thereof or (ii) any stockholder of the corporation who is a stockholder of record at the time of giving the notice provided for in paragraphs (b) and (c) of this Section 2.15, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.15.

(b)    All nominations by stockholders must be made pursuant to timely notice given in writing to the Secretary of the corporation. To be timely, a stockholder’s nomination for a director to be elected at an annual meeting must be received at the corporation’s principal executive offices not later than 90 days nor earlier than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting as first specified in the corporation’s notice of meeting (without regard to any postponements or adjournments of such meeting after such notice was first sent), provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 30 days from the first anniversary of the previous year’s annual meeting, notice by the stockholder to be timely must be received not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made. Each such notice shall set forth (i) as to the stockholder and the beneficial owner, if any, on whose behalf the nomination is being made, and any of their respective affiliates or associates or others acting in concert therewith (each, a “Nominating Person”), (A) the name and address, as they appear on the corporation’s books, of the stockholder who intends to make the nomination and of any other Nominating Person, (B) the class or series and number of shares of the corporation which are owned beneficially and

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of record by the stockholder and any other Nominating Person as of the date of the notice, and a representation that the stockholder will notify the corporation in writing within five (5) business days after the record date for voting at the meeting of the class or series and number of shares of the corporation owned beneficially and of record by the stockholder and any other Nominating Person as of the record date for voting at the meeting, (C) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the nominee specified in the notice, (D) the following information regarding the ownership interests of the stockholder and any other Nominating Person, which shall be supplemented in writing by the stockholder not later than 10 days after the record date for notice of the meeting to disclose such interests as of such record date: (1) a description of any Derivative Instrument directly or indirectly owned beneficially by such stockholder or other Nominating Person, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation; (2) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or other Nominating Person has a right to vote any shares of any security of the corporation; (3) a description of any Short Interests in any securities of the corporation directly or indirectly owned beneficially by such stockholder or other Nominating Person; (4) a description of any rights to dividends on the shares of the corporation owned beneficially by such stockholder or other Nominating Person that are separated or separable from the underlying shares of the corporation; (5) a description of any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or other Nominating Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (6) a description of any performance-related fees (other than an asset-based fee) to which such stockholder or other Nominating Person is entitled based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s or other Nominating Person’s immediate family sharing the same household; (7) a description of any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the corporation held by such stockholder or other Nominating Person; and (8) a description of any direct or indirect interest of such stockholder or other Nominating Person in any contract with the corporation, any affiliate of the corporation or any principal competitor of the corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (E) a description of all arrangements or understandings between the stockholder or other Nominating Person and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder, (F) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and any other Nominating Person, on the one hand, and each nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder and any Nominating Person, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (G) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (“SEC”), had the nominee been nominated, or intended to be nominated, by the Board of Directors, and (iii) the signed consent of each nominee to serve as a director of the corporation if so elected. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notwithstanding the second sentence of this Section 2.15(b), in the event that the number of directors to be elected at an annual meeting is increased and there is no public announcement by the corporation naming the nominees for the additional directorships at least 100 days prior to the one-year anniversary of the date of the preceding year’s annual meeting as first specified in the corporation’s notice of meeting (without regard to any postponements or adjournments of such meeting after such notice was first sent), a stockholder’s notice required by this Section 2.15(b) shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal

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executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.

(c)    Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the Board of Directors or a committee thereof or (ii) by any stockholder who complies with the notice procedures set forth in this Section 2.15. Nominations by stockholders may be made at such a special meeting of stockholders if the nominees are named in the special meeting request delivered pursuant to Section 1.3(b) or, at any special meeting called pursuant to Section 1.3(a) hereof, if the stockholder’s notice as required by Section 2.15(b) is delivered to the Secretary at the principal executive offices of the corporation not earlier than 90 days prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(d)    For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the corporation with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act. For purposes of this Section 2.15, the term “associate” shall have the meaning set forth in Rule 14a-1(a) under the Exchange Act and shares shall be treated as “beneficially owned” by a person if the person (i) beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder, or (ii) has or shares pursuant to any agreement, arrangement or understanding (whether or not in writing) (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both), (B) the right to vote such shares, alone or in concert with others, and/or (C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

(e)    Only those persons who are nominated in accordance with the procedures set forth in this section shall be eligible for election as directors at any meeting of stockholders. The Chairman of the Board of Directors or Secretary may, if the facts warrant, determine that a notice received by the corporation relating to a nomination proposed to be made does not satisfy the requirements of this Section 2.15 (including if the stockholder does not provide the updated information required under Section 2.15(b) to the corporation within five (5) business days following the record date for the meeting), and if it be so determined, shall so declare and any such nomination shall not be introduced at such meeting of stockholders, notwithstanding that proxies in respect of such vote may have been received. The chairman of the meeting shall have the power and duty to determine whether a nomination brought before the meeting was made in accordance with the procedures set forth in this section, and, if any nomination is not in compliance with this section (including if the stockholder does not provide the updated information required under Section 2.15(b) to the corporation within five (5) business days following the record date for the meeting), to declare that such defective nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received. Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting or a special meeting of stockholders of the corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 2.15, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the corporation prior to the making of such nomination at such meeting by such stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

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(f)    Notwithstanding the foregoing provisions of this Section 2.15, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.15; provided however, that any references in this Section 2.15 to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations to be considered pursuant to this Section 2.15. Nothing in this Section 2.15 shall be deemed to affect any rights of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.

Article III
OFFICERS

3.1Enumeration. The officers of the corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer, a Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine, including, at the discretion of the Board of Directors, a Chairman of the Board and one or more Vice Presidents and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

3.2Election. Officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Officers may be appointed by the Board of Directors at any other meeting.

3.3Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until his successor is elected and qualified, unless a different term is specified in the vote appointing the officer, or until his earlier death, resignation or removal.

3.5Resignation and Removal. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors.

3.6Chairman of the Board. The Board of Directors may appoint a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, he shall perform such duties and possess such powers as are assigned to the Chairman by the Board of Directors and these Bylaws. Unless otherwise provided by the Board of Directors, he shall preside at all meetings of the Board of Directors.

3.7Chief Executive Officer. The Chief Executive Officer of the corporation shall, subject to the direction of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation. He shall preside at all meetings of the stockholders and, in the absence or nonexistence of a Chairman of the Board, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the chief executive officer of a corporation, including general supervision, direction and control of the business and supervision of other officers of the corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

3.8President. Subject to the direction of the Board of Directors and such supervisory powers as may be given by these Bylaws or the Board of Directors to the Chairman of the Board or the Chief Executive Officer, if such titles be held by other officers, the President shall have general supervision, direction and control of the business and supervision of other officers of the corporation. Unless otherwise designated by the Board of Directors, the President shall be the Chief Executive Officer of the

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corporation. The President shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. He shall have power to sign stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation, other than the Chairman of the Board and the Chief Executive Officer.

3.9Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the President, the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

3.10Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are set forth in these Bylaws and as are incident to the office of the Secretary, including, without limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to keep a record of the proceedings of all meetings of stockholders and the Board of Directors, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

3.11Treasurer. The Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation, the duty and power to keep and be responsible for all funds and securities of the corporation, to maintain the financial records of the corporation, to deposit funds of the corporation in depositories as authorized, to disburse such funds as authorized, to make proper accounts of such funds, and to render as required by the Board of Directors accounts of all such transactions and of the financial condition of the corporation.

3.12Chief Financial Officer. The Chief Financial Officer shall perform such duties and shall have such powers as may from time to time be assigned to the Chief Financial Officer by the Board of Directors, the Chief Executive Officer or the President. Unless otherwise designated by the Board of Directors, the Chief Financial Officer shall be the Treasurer of the corporation.

3.13Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

3.14Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

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Article IV
CAPITAL STOCK

4.1    Issuance of Stock. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

4.2    Stock Certificates. The shares of stock of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series of stock of the corporation shall be uncertificated shares; provided, however, that no such resolution shall apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock of the corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares of stock owned by such stockholder in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

4.3    Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation: (i) in the case of shares represented by a certificate, by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or authenticity of signature as the corporation or its transfer agent may reasonably require; and (ii) in the case of uncertificated shares, upon the receipt of proper transfer instructions from the registered owner thereof. Except as may be otherwise required by law, the Certificate of Incorporation or the Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these Bylaws.

4.4    Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, or it may issue uncertificated shares if the shares represented by such certificate have been designated as uncertificated shares in accordance with Section 4.2, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

4.5    Record Dates. The Board of Directors may fix in advance a record date for the determination of the stockholders entitled to vote at any meeting of stockholders. Such record date shall not precede the date on which the resolution fixing the record date is adopted and shall not be more than 60 nor less than 10 days before the date of such meeting.

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If no record date is fixed by the Board of Directors, the record date for determining the stockholders entitled to notice of and to vote at a meeting of stockholders shall be the close of business on the day before the date on which notice is given, or, if notice is waived, the close of business on the day before the date on which the meeting is held.

A determination of stockholders of record entitled to notice of and to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote in accordance with the foregoing provisions.

The Board of Directors may fix in advance a record date (a) for the determination of stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, concession or exchange of stock, or (b) for the purpose of any other lawful action. Any such record date shall not precede the date on which the resolution fixing the record date is adopted and shall not be more than 60 days prior to the action to which such record date relates. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action by the Board of Directors is necessary shall be the date on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

Article V
GENERAL PROVISIONS

5.1Fiscal Year. The fiscal year of the corporation shall be as fixed by the Board of Directors.

5.2Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

5.3Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by electronic transmission or any other method permitted under the Delaware General Corporation Law, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness or manner of notice.

5.4Actions with Respect to Securities of Other Corporations. Except as the Board of Directors may otherwise designate, the Chief Executive Officer or President or any officer of the corporation authorized by the Chief Executive Officer or President shall have the power to vote and otherwise act on behalf of the corporation, in person or by proxy, and may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact to this corporation (with or without power of substitution) at any meeting of stockholders or shareholders (or with respect to any action of stockholders) of any other corporation or organization, the securities of which may be held by this corporation and otherwise to exercise any and all rights and powers that this corporation may possess by reason of this corporation’s ownership of securities in such other corporation or other organization.

5.5Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

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5.6Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

5.7Severability. Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.

5.8Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

5.9Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent of the corporation shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by commercial courier service, or by facsimile or other electronic transmission, provided that notice to stockholders by electronic transmission shall be given in the manner provided in Section 232 of the Delaware General Corporation Law. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his last known address as the same appears on the books of the corporation. The time when such notice shall be deemed to be given shall be the time such notice is received by such stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such person, if delivered by hand, facsimile, other electronic transmission or commercial courier service, or the time such notice is dispatched, if delivered through the mails. Without limiting the manner by which notice otherwise may be given effectively, notice to any stockholder shall be deemed given: (a) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; (d) if by any other form of electronic transmission, when directed to the stockholder; and (e) if by mail, when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

5.10Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation as provided by law, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

5.11Time Periods. In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

5.12Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

5.13Forum for Certain Actions. To the fullest extent permitted by law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law, this Certificate or the Bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise

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acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 5.13.

Article VI
AMENDMENTS

6.1    By the Board of Directors. Except as otherwise set forth in these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

6.2    By the Stockholders. Except as otherwise set forth in these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the shares of capital stock of the corporation issued and outstanding and entitled to vote generally in any election of directors, voting together as a single class. Such vote may be held at any annual meeting of stockholders, or at any special meeting of stockholders provided that notice of such alteration, amendment, repeal or adoption of new Bylaws shall have been stated in the notice of such special meeting.

Article VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS

7.1    Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment) against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his heirs, executors and administrators; provided, however, that except as provided in Section 7.2 of this Article VII, the corporation shall indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the Board of Directors, (c) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification or advancement under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law. The rights hereunder shall be contract rights and shall include the right to be paid expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer of the corporation in his capacity as a director or officer (and not in any other capacity in which service was or is tendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified under this section or otherwise.

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7.2    Right of Claimant to Bring Suit. If a claim under Section 7.1 is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, or 20 days in the case of a claim for advancement of expenses, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if such suit is not frivolous or brought in bad faith, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to this corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal that the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, shall be on the corporation.

7.3    Indemnification of Employees and Agents. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of related expenses, to any employee or agent of the corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification of and advancement of expenses to directors and officers of the corporation.

7.4    Non-Exclusivity of Rights. The rights conferred on any person in this Article VII shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

7.5    Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than, those provided for in this Article VII.

7.6    Insurance. The corporation may maintain insurance to the extent reasonably available, at its expense, to protect itself and any such director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

7.7    Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VII shall not adversely affect any right or protection of an indemnitee or his successor in respect of any act or omission occurring prior to such amendment, repeal or modification.

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EX-10.2

Exhibit 10.2

FIRST AMENDMENT AND LIMITED WAIVER TO

LOAN, GUARANTY AND SECURITY AGREEMENT

THIS FIRST AMENDMENT AND LIMITED WAIVER TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of August 5, 2022 is by and among QUOTIENT TECHNOLOGY INC., a Delaware corporation (“Quotient”; and together with each entity joined thereto as a borrower, each, a “Borrower” and collectively, the “Borrowers”), CRISP MEDIA, INC., a Delaware corporation (“Crisp”), MLW SQUARED, INC., a Delaware corporation (“MLW”), SAVINGSTAR, INC., a Delaware corporation (“Savingstar”; together with Crisp, MLW and certain other entities joined thereto as a guarantor, each, a “Guarantor” and collectively, the “Guarantors), the financial institutions party to the Loan Agreement (as defined below) from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).

RECITALS

WHEREAS, the Borrowers, Guarantors, Agent and the Lenders are parties to that certain Loan, Guaranty and Security Agreement, dated as of November 17, 2021 (as amended, restated, amended and restated, modified, or supplemented from time to time, including pursuant to this Amendment, the “Loan Agreement”), pursuant to which the Agent and the Lenders provide Borrowers with certain financial accommodations;

WHEREAS, an Event of Default has occurred and is continuing as a result of the Borrowers’ failure to maintain a Fixed Charge Coverage Ratio of at least 1.00 to 1.00 for the Fiscal Quarter ending June 30, 2022, as required under Section 10.3.1 of the Loan Agreement, resulting in an Event of Default under Section 11.1(c) of the Loan Agreement (the “Subject Event of Default”); and

WHEREAS, the Obligors have requested that Agent and Lenders (a) provide a one-time limited waiver of the Subject Event of Default, and (b) amend the Loan Agreement as set forth herein, which Agent and Lenders are willing to do, but solely on the terms and subject to the conditions hereafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by Agent and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS; RECITALS

Section 1.01Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

Section 1.02Recitals. The Recitals above are incorporated herein as though set forth in full and each Obligor stipulates to the accuracy of each of the Recitals.

ARTICLE II
AMENDMENTS TO LOAN AGREEMENT

Section 2.01     New Definitions. The following definitions are hereby added to Section 1.1 of the Loan Agreement in proper alphabetical order to read as follows:

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162807985_3

Availability Block: means (a) during the Availability Block Trigger Period, $5,000,000, and (b) upon termination of the Availability Block Trigger Period and thereafter, $0.

Availability Block Trigger Period: means the period (a) commencing on the First Amendment Effective Date and (b) terminating on the last day of the month in which Borrowers have delivered a Compliance Certificate and corresponding financial statements in accordance herewith, reflecting a Fixed Charge Coverage Ratio, of greater than 1.00 to 1.00 for six (6) consecutive months, measured on the last day of each month on a trailing twelve month basis, so long as no Default or Event of Default exists immediately before and after giving effect to such termination.

First Amendment: that certain First Amendment and Limited Waiver to Loan, Guaranty and Security Agreement dated as of the First Amendment Effective Date, by and among the Borrowers, Guarantors, Lenders and Agent.

First Amendment Effective Date: August 5, 2022.

Fiscal Period: the fiscal periods of Borrowers ending on each of the below listed dates and commencing on July 1, 2022, on the last day of each Fiscal Quarter:

September 30, 2022

December 31, 2022

March 31, 2023

June 30, 2023

Section 2.02Amendment to the Definition of “Availability Reserve” in Section 1.1 of the Loan Agreement. The definition of “Availability Reserve” set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Availability Reserve: the sum (without duplication) of (a) the Rent and Charges Reserve; (b) the Bank Product Reserve; (c) liabilities secured by Liens upon Collateral that are or may be senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (d) the Dilution Reserve; (e) the Convertible Debt Availability Block; (f) the Availability Block; and (g) additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretionmay elect to impose from time to time.

Section 2.03     Amendment to the Definition of “Termination Date” in Section 1.1 of the Loan Agreement. The definition of “Termination Date” set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Termination Date: the earliest to occur of:

(a) November 17, 2026;

(b) the date that is 91 days prior to the maturity of Convertible Debt unless:

(i) the Convertible Debt is repaid or converted to equity at least 91 days prior to the maturity thereof,

(ii) any outstanding Convertible Debt is refinanced with new financing that has a stated maturity date at least 91 days after November 17, 2026 or the maturity thereof is extended to a date that is at least 91 days after November 17, 2026; or

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(iii) at all times during the 91 days prior to the maturity of the Convertible Debt (and, solely with respect to clause (a)(iii)(x) below, upon giving pro forma effect to the repayment of the outstanding Convertible Debt):

(w) Borrowers have maintained the aggregate amount of the sum of (1) domestic unrestricted cash, (2) domestic Cash Equivalents and (3) Availability in an amount sufficient to repay all outstanding Convertible Debt in full; provided, that, (A) amounts calculated under clauses (a)(iii)(w)(1) and (a)(iii)(w)(2) herein shall be free and clear of all Liens other than the first priority perfected Lien in favor of Agent and shall be restricted and maintained in a Deposit Account or Securities Account at Bank of America, N.A. or its Affiliates and (B) the aggregate amount of Availability under clause (a)(iii)(w)(3) herein shall not exceed $50,000,000 (such amount of Availability calculated under clause (a)(iii)(w)(3) herein shall be referred to as, the “Convertible Debt Availability Block”);

(x) Availability is at least the greater of (i) $15,000,000 and (ii) 20% of the Borrowing Base (without deducting the Convertible Debt Availability Block); provided, that for the purposes of this clause (x), Availability shall be calculated as though Borrowers repaid all outstanding Convertible Debt in full on the date of measurement immediately prior to the calculation of Availability;

(y) no Event of Default shall have occurred or would result from the repayment of all Convertible Debt; and

(z) Borrowers provide a certificate on the last Business Day of each week, certifying (i) compliance with clause (a)(iii) hereunder and (ii) the amount of domestic cash, Cash Equivalents and Liquidity, in each case, for each day of the week then-ending together with supporting evidence satisfactory to Agent;

(c) November 1, 2022, if the outstanding Convertible Debt is not refinanced in full on or before such date with new financing that has a stated maturity date at least 91 days after November 17, 2026; and

(d) any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

Section 2.04    Amendment to Section 6.2 of the Loan Agreement. Section 6.2 of the Loan Agreement is hereby amended by adding the following at the end of such section:

Notwithstanding the above, commencing on the First Amendment Effective Date and continuing until September 1, 2022, no Lender shall have any obligation to make any credit extension hereunder and the Issuing Bank shall have no obligation to issue, amend, renew or extend any Letter of Credit.

Section 2.05    Amendment to Section 10.3.1 of the Loan Agreement. Section 10.3.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

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10.3.1 Fixed Charge Coverage Ratio. Maintain a Fixed Charge Coverage Ratio for each 4 Fiscal Quarter period ending on the last day of any Fiscal Period:

    (a) measured on a period-to-date basis for the period commencing on July 1, 2022 and ending on the date of measurement below, to be greater than the applicable ratio on the corresponding charts, as set forth below:

Fiscal Period Ending		Period	Fixed Charge Coverage Ratio
September 30, 2022	One Fiscal Period ending on September 30, 2022			0.50 : 1.00
December 31, 2022	Two consecutive Fiscal Periods ending on December 31, 2022			1.00 : 1.00
March 31, 2023	Three consecutive Fiscal Periods ending on March 31, 2023			1.00 : 1.00
June 30, 2023	Four consecutive Fiscal Periods ending on June 30, 2023			1.00 : 1.00

    (b) commencing on the month ending July 31, 2023 and the last day of each Fiscal Quarter thereafter, measured at the end of each Fiscal Quarter on the basis of a trailing twelve (12) Fiscal Period, to be greater than 1.00 to 1.00.

Section 2.06    Amendment to Schedule 1.1 of the Loan Agreement.Schedule 1.1 of the Loan Agreement is hereby amended and restated in its entirety with the Schedule 1.1 attached hereto as Exhibit A. For the avoidance of doubt, upon the First Amendment Effective Date, the commitment of U.S. Bank, National Association in effect immediately prior to the First Amendment Effective Date shall be terminated in full.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations and Warranties. To induce Agent and the Lenders to execute this Amendment, each Obligor hereby represents and warrants to Agent and the Lenders as follows:

(a)the execution, delivery and performance of this Amendment by the Obligors has been duly authorized, and this Amendment constitutes the legal, valid and binding obligation of each Obligor enforceable against such Obligor in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity;

(b)the execution, delivery and performance of this Amendment by each Obligor does not require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect);

(c)after giving effect to this Amendment, each of the representations and warranties of each Obligor in the Loan Agreement and the other Loan Documents, are true and correct in all respects (or, in the case of any representation and warranty qualified by materiality, Material Adverse Effect or any similar concept, are true and correct in all respects) with the same effect as though made on and as of the date hereof (except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all respects (or, in the case of any representation and warranty qualified by materiality, Material Adverse Effect or any similar concept, are true and correct in all respects) as of such earlier date); and

(d)after giving effect to this Amendment, no Event of Default or Default exists.

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ARTICLE IV
LIMITED WAIVER OF SUBJECT EVENT OF DEFAULT

Subject to the satisfaction of the conditions to effectiveness set forth in Article V below, the Agent and Lenders hereby waive the Subject Event of Default. The foregoing waiver is a one-time waiver and applies only to the specified circumstance and does not modify or otherwise affect the Borrowers’ obligations to comply with such provision of the Loan Agreement or any other provision of the Loan Documents in any other instance. The foregoing limited waiver shall not be deemed or otherwise construed to constitute a waiver of any other provision or to prejudice any right, power or remedy which the Agent may now have or may have in the future under or in connection with the Loan Agreement or any other Loan Document, all of which rights, powers and remedies are hereby expressly reserved by the Lender. By virtue of the waiver in the immediately preceding sentence, the Obligors hereby affirm and agree that no other Event of Default has occurred as a result of the Subject Event of Default. The agreements and consents set forth in this Article IV are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Loan Documents are intended to be affected hereby. For the avoidance of doubt, the effectiveness of Article IV of this Amendment is subject to Article V of this Amendment.

ARTICLE V

CONDITIONS TO EFFECTIVENESS

Section 5.01 Conditions Precedent to Effectiveness of Amendment. The obligation of the Agent and Lenders to enter into this Amendment is subject to the following conditions precedents:

(a)This Amendment shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.

(b)Agent shall have received, all in form and substance satisfactory to Agent in its discretion, such other agreements, instruments, documents, certificates and opinions as Agent may reasonably request.

ARTICLE VI

ADDITIONAL COVENANTS AND MISCELLANEOUS

Section 6.01 Acknowledgment by Obligors. Each Obligor hereby represents and warrants that the execution and delivery of this Amendment and compliance by each Obligor with all of the provisions of this Amendment: (a) are within the powers and purposes of each Obligor; (b) have been duly authorized or approved by the board of directors or managers of each Obligor; and (c) when executed and delivered by or on behalf of each Obligor, will constitute valid and binding obligations of each Obligor, enforceable in accordance with their terms. Each Obligor reaffirms its obligation to pay all amounts due to Agent and Lenders under the Loan Documents in accordance with the terms thereof, as modified hereby.

Section 6.02 Release.

(a)In consideration of the agreements of Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Obligor, on behalf of itself and its successors, assigns, and other legal representatives (collectively, the “Releasors” and each, a “Releasee”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and their successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (collectively, Agent, each Lender, and all such other Persons, the “Releasees”, and each, a “Releasee”), of and from all demands, actions, causes of action, suits, damages and any and all other claims, counterclaims, and rights of set off whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or that reasonably should be known, suspected or that reasonably should be suspected, both at law and in equity (and all

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defenses that may arise out of the foregoing), which such Obligor or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which has arisen at any time on or prior to the date of this Amendment for or on account of, or relating to the Loan Agreement or any of the other Loan Documents or transactions thereunder.

(b)Each Obligor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense in respect of the matter covered thereby and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)Each Obligor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

(d)Each Obligor, on behalf of itself and each Releasor, hereby absolutely, unconditionally, and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding, or otherwise) any Releasee on the basis of any Claim released, remised, and discharged by such Obligor pursuant to this Section 5.02. Each Borrower, for itself and each other Releasor, agrees and acknowledges that all applicable attorneys’ fees and costs incurred by any Releasee as a result of any violation of the foregoing covenant shall constitute Extraordinary Expenses under the Loan Agreement.

Section 6.03 Effect of Amendment. The parties hereto agree and acknowledge that: (i) nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Loan Agreement or any of the other Loan Documents other than as expressly set forth herein and further agree and acknowledge that the Loan Agreement (as modified hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed; (ii) nothing contained in this Amendment in any manner or respect requires Agent or any Lender to refund, disgorge or otherwise return any cash payments of principal, interest, fees or other amounts made by any Obligor prior to the date hereof and (iii) other than as expressly set forth herein, the obligations under the Loan Agreement and the guarantees, pledges and grants of security interests created under or pursuant to the Loan Agreement and the other Loan Documents continue in full force and effect in accordance with their respective terms and the Collateral secures and shall continue to secure the Obligors’ obligations under the Loan Agreement as amended by this Amendment and any other obligations and liabilities provided for under the Loan Documents. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a consent or waiver of any rights, power or remedy of the Lenders or Agent under the Loan Agreement or any other Loan Document, nor constitute a consent or waiver of any provision of the Loan Agreement or any other Loan Document. No delay on the part of any Lender or Agent in exercising any of their respective rights, remedies, powers and privileges under the Loan Agreement or any of the Loan Documents or partial or single exercise thereof, shall constitute a consent to or waiver thereof. None of the terms and conditions of this Amendment may be changed, consented to, waived, modified or varied in any manner, whatsoever, except in accordance with Section 14.1 of the Loan Agreement. Upon the effectiveness hereof, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.

Section 6.04 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of the executed counterpart of this Amendment by telecopy or electronic mail (including electronically in “.pdf” format) shall be as effective as delivery of a manually executed counterpart to this Amendment.

Section 6.05 Severability. The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or

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enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder.

Section 6.06 Captions. Section captions used in this Amendment are for convenience only, and shall not affect the construction of this Amendment.

Section 6.07 Entire Agreement. This Amendment embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof.

Section 6.08 References. Any reference to the Loan Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require. Reference in any of this Amendment, the Loan Agreement or any other Loan Document to the Loan Agreement shall be a reference to the Loan Agreement as amended hereby and as may be further amended, modified, restated, supplemented or extended from time to time.

Section 6.09 Governing Law. THIS AMENDMENT AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. SECTIONS 14.14, 14.15 AND 14.16 ARE HEREBY INCORPORATED BY REFERENCE, MUTANDIS MUTATIS.

Section 6.10 Electronic Signatures. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date set forth above.

BORROWERS:	QUOTIENT TECHNOLOGY INC., a Delaware corporation By: /s/Yuneeb Khan             Name:     Yuneeb Khan Title:    Chief Financial Officer By: /s/Matt Krepsik             Name:     Matt Krepsik Title:    Chief Executive Officer
GUARANTORS:	CRISP MEDIA, INC., a Delaware corporation By: /s/Connie Chen             Name:     Connie Chen Title:    Director and Secretary
	MLW SQUARED, INC., a Delaware corporation By: /s/Connie Chen             Name:     Connie Chen Title:    Director and Secretary
	SAVINGSTAR, INC., a Delaware corporation By: /s/Connie Chen             Name:     Connie Chen Title:    Director and Secretary

FIRST AMENDMENT AND LIMITED WAIVER TO LOAN, GUARANTY AND SECURITY AGREEMENT

(QUOTIENT)

SIGNATURE PAGE

AGENT AND LENDERS: BANK OF AMERICA, N.A., as Agent and a Lender By: /s/     Carlos Gil         Name:     Carlos Gil Title:    Senior Vice President

FIRST AMENDMENT AND LIMITED WAIVER TO LOAN, GUARANTY AND SECURITY AGREEMENT

(QUOTIENT)

SIGNATURE PAGE

Exhibit A

SCHEDULE 1.1

to

Loan, Guaranty and Security Agreement

COMMITMENTS OF LENDERS

Lender	Commitment
Bank of America, N.A.	$50,000,000
Total	$50,000,000

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EX-10.3

Exhibit 10.3

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is made by and between Pamela Strayer (“Employee”) and Quotient Technology Inc. (f/k/a Coupons.com Incorporated and Coupons, Inc.) (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Employee was employed by the Company;

WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreementwith the Company on October 30, 2019 (the “Confidentiality Agreement”);

WHEREAS, the Company granted Employee equity awards under the Company’s 2013 Equity Incentive Plan and individual award agreements, (collectively, the “Equity Award Agreements”);

WHEREAS, the Employee and Company mutually agreed that Employee’s employment with the Company will terminate effective April 5, 2022 (the “Termination Date”); and

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

COVENANTS

1.Consideration.

a.Consulting and Continued Vesting. If Employee timely signs this Agreement, allows the releases set forth herein to become effective, and remains in compliance with all obligations contained in this Agreement, then the Company shall engage Employee as a consultant under the terms of the Consulting Agreement attached hereto as Exhibit A. Under the terms of the Consulting Agreement, Employee’s equity awards as set forth in Schedule 1 of Exhibit A will continue to vest during the period of time that Employee is serving as a consultant to the Company. The equity awards in Schedule 1 shall continue to be governed by the terms and conditions of the applicable Equity Award Agreements.

b.Acknowledgement. Employee acknowledges that without this Agreement, Employee is otherwise not entitled to the consideration listed in this Section 1 and Employee’s vesting in equity awards would cease as of the Termination Date. Employee also acknowledges that Employee is not entitled to receive any severance benefits under the Change of Control Severance Agreement between Employee and the Company dated November 11, 2019 (the “COC Agreement.”)

2.Benefits. Employee’s health insurance benefits shall cease on the last day of the month in which the Termination Date occurs, subject to Employee’s right to continue Employee’s health insurance under COBRA. Employee’s eligibility for and/or participation in all benefits and incidents of employment, including, but not limited to, the accrual of bonuses, ceases as of the Termination Date. Under the terms of the Consulting Agreement, Employee’s equity awards will continue to vest during the period of time that Employee is serving as a consultant to the Company. All equity awards shall continue to be governed by the terms and conditions of the applicable Equity Award Agreements.

3.Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses and incentive compensation, premiums, leaves, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, equity award vesting, and any and all other benefits and compensation due to Employee.

4.Expense Reimbursement. Employee agrees that, within ten (10) days after the Termination Date, Employee will submit Employee’s final documented expense reimbursement statement reflecting all business expenses Employee incurred through the Termination Date, if any, for which Employee seeks

reimbursement. The Company will reimburse Employee for these expenses pursuant to its regular business practice.

5.Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, (collectively, the “Releasees”). Employee, on Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:

a.    any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;

        b.    any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

c.    any and all claims for wrongful discharge of employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits;

d.    any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, Immigration Reform and Control Act; the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, and any and all of their state or local law equivalents or counterparts;

e.    any and all claims for violation of the federal or any state constitution;

f.    any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

g.    any and all claims for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

h.    any and all claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including any Protected Activity (as defined below). In addition, this release does not extend to rights of indemnification under California Labor Code Section 2802 or indemnification and/or mandatory advancement of expenses by the Company or any subsidiary thereof under the Company’s bylaws or the bylaws of any such subsidiary, or under statute or any insurance or other indemnification policies, which rights are expressly preserved and remain in full force and effect. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 19, except as required by applicable law. This release does not extend to any right Employee may have to unemployment compensation benefits.

6.Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in

Employment Act of 1967 ("ADEA"), and that this waiver and release is knowing and voluntary (“ADEA Waiver”). Employee agrees that this ADEA Waiver does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this ADEA Waiver is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee should consult with an attorney prior to executing this Agreement; (b) Employee has twenty-one (21) days within which to consider this Agreement; (c) Employee has seven (7) days following Employee’s execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the 7-day revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this ADEA Waiver, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to the person executing this Agreement on the Company’s behalf that is received prior to the Effective Date. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.

7.Unknown Claims; California Civil Code Section 1542 and/or Applicable State Law Equivalent. The claims released in this Agreement includes both known and unknown claims. Employee acknowledges that Employee has been advised to consult with legal counsel and Employee waives and relinquishes any rights Employee has under any applicable state law that otherwise limits Employee’s ability to release unknown claims, including, but not limited to California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder, as well as under any other statute or common law principles of similar effect.

8.No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims, or actions pending in Employee’s name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that Employee does not intend to bring any claims on Employee’s own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.

9.No Re-Employment.     Employee agrees that Employee has no right to re-employment or reinstatement with Company.

10.Confidentiality. Subject to Section 13 governing Protected Activity, Employee agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”). Except as required by law, Employee may disclose Separation Information only to Employee’s immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Employee’s attorney(s), and Employee’s accountant(s) and any professional tax advisor(s) to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Employee agrees that Employee will not publicize, directly or indirectly, any Separation Information. Nothing in this Paragraph precludes Employee from discussing the facts and circumstances relating to any claims of sexual harassment by Employee.

11.Trade Secrets and Confidential Information/Company Property. Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, nonsolicitation of Company employees and non-competition to the extent applicable. Employee’s signature below constitutes Employee’s certification that Employee has returned all documents and other items provided to Employee by the Company (with the exception of a copy of the Employee Handbook and personnel documents specifically relating to Employee), developed or obtained by Employee in connection with Employee’s employment with the Company, or otherwise belonging to the Company and has permanently deleted all electronic documents and information related to Employee’s employment or relationship with the Company or that Employee obtained as a result of Employee’s employment or relationship with the Company.

12.No Cooperation. Subject to Section 13 governing Protected Activity, Employee agrees that Employee will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that Employee cannot provide counsel or assistance.

13.Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the National Labor Relations Board, or any and all of their state or local law equivalents or counterparts (“Government Agencies”). Employee understands that in connection with such Protected Activity, Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

14.Nondisparagement. Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. The Company agrees that it will direct its executive officers and members of its Board of Directors to refrain from any disparagement, defamation, libel, or slander of Employee, so long as each is an employee, officer or director of the Company. The Parties agree that any and all prospective employers of Employee shall be instructed to contact only Company’s Human Resources department.

15.Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the validity of the ADEA Waiver, or of any provision of the Confidentiality Agreement shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law.

16.No Admission of Liability. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party.

17.Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.

18.ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, OR THE TERMS THEREOF, OR ANY OF THE MATTERS HEREIN RELEASED, EXCEPT RELEASED CLAIMS OF SEXUAL

HARASSMENT TO THE EXTENT REQUIRED BY LAW, SHALL BE SUBJECT TO ARBITRATION IN SALT LAKE COUNTY, UTAH BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). EMPLOYEE ALSO AGREES THAT EMPLOYEE MAY ONLY COMMENCE AN ACTION IN ARBITRATION, OR ASSERT COUNTERCLAIMS IN AN ARBITRATION, ON AN INDIVIDUAL BASIS AND, THUS, EMPLOYEE HEREBY WAIVES THE RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS OR COLLECTIVE ACTION(S) AGAINST THE COMPANY, AS PERMITTED BY LAW. THIS PARAGRAPH DOES NOT PRECLUDE EMPLOYEE FROM ENGAGING IN PROTECTED ACTIVITY AS SET FORTH IN PARAGRAPH 13. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH THE LAW OF THE STATE IN WHICH THE EMPLOYEE WORKS AND RESIDES, AND THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE AND PROCEDURAL LAW OF THE STATE IN WHICH THE EMPLOYEE WORKS AND RESIDES TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THE EMPLOYEE WORKS IN A DIFFERENT STATE IN WHICH HE OR SHE RESIDES, THE LAW OF THE STATE IN WHICH THE EMPLOYEE WORKS WILL GOVERN. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH THE LAW OF THE STATE IN WHICH THE EMPLOYEE WORKS AND RESIDES, THE RESIDENT AND EMPLOYMENT STATE LAW SHALL TAKE PRECEDENCE OVER THE JAMS RULES. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, EXCEPT AS PROHIBITED BY LAW, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS SECTION CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

19.Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the consideration provided to Employee or made on Employee’s behalf under the terms of this Agreement. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the consideration provided hereunder by the Company and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee’s failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.

20.Section 409A. It is intended that this Agreement comply with, or be exempt from, Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Payments under Section 1 of this Agreement will be made no later than the 15th day of the third month following the year in which the separation benefits vest. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Employee when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. If Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination, then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. To the extent that the health care continuation reimbursement under Section 1, or any other reimbursement or in-kind benefit plan or arrangement in which Employee participates, provides for a “deferral of compensation” within the meaning of Section 409A and does not otherwise comply with Section 409A, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the

amount eligible for reimbursement or in-kind benefit in any other calendar year, (ii) the right to the applicable reimbursement or benefit is not subject to liquidation or exchange for another benefit or payment, and (iii) to the extent there is any reimbursement of an expense, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iv) except as specifically provided herein or in the applicable reimbursement arrangement, in-kind benefits will only be provided, and reimbursements will only be made for expenses incurred, during Employee’s lifetime. The Company and Employee will work together in good faith to consider either (i) amendments to this Agreement; or (ii) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Employee under Section 409A. In no event will the Releasees reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A.

21.Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

22.Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision. All provisions in this Agreement or any surviving agreement made a part hereof shall be enforced to the greatest extent possible and lawful. Notwithstanding this section, in the event that Section 6 is deemed unenforceable, this Agreement shall be deemed null and void and the Company shall be entitled to recover any payments made under this Agreement.

23.Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the ADEA Waiver, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.

24.Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the Company, with the exception of the Confidentiality Agreement and the Equity Award Agreements, except as otherwise modified or superseded herein. Any terms of the CoC Agreement that survive after the termination of the employment relationship between Employee and Company remain in effect.

25.No Oral Modification. This Agreement may only be amended in a writing signed by Employee and the Company’s Chief People Officer.

26.Governing Law. The terms of this Agreement shall be governed by the laws of the state in which the Employee works and resides. Employee consents to personal and exclusive jurisdiction and venue in Salt Lake County, Utah.

27.Effective Date. Employee understands that this Agreement shall be null and void if not executed by Employee within twenty-one (21) days. Employee has seven (7) days after signing this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”).

28.Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original and all of which counterparts taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. The counterparts of this Agreement may be executed and delivered by facsimile, photo, email PDF, or other electronic transmission or signature.

29.Voluntary Execution of Agreement. Employee understands and agrees that Employee executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Employee’s claims against the Company and any of the other Releasees. Employee acknowledges that:

(a)    Employee has read this Agreement;

(b)    Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice or has elected not to retain legal counsel;

(c)    Employee understands the terms and consequences of this Agreement and of the releases it contains;

(d)    Employee is fully aware of the legal and binding effect of this Agreement; and

(e)    Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

	PAMELA STRAYER, an individual
Dated: 4/15/2022	/s/ Pam Strayer
	Pamela Strayer

	QUOTIENT TECHNOLOGY INC.
Dated: 4/15/2022	By: /s/ Renee Cutright
	Renee Cutright
	Chief People Officer

EXHIBIT A

Consulting Agreement

ThisConsulting Agreement is entered into as of April 15, 2022 by and between Quotient Technology Inc., with its principal place of business at 1260 East Stringham Avenue, Salt Lake City, UT 84106 (“Company”) and Pamela Strayer (“Consultant”).

1.Engagement of Services. Subject to the terms of this Agreement, Consultant will provide consulting and transition services commensurate with Consultant’s skills and background as reasonably requested from time to time by the Company’s Board, Chief Executive Officer, or Chief Financial Officer (including persons action in such roles on an interim basis) (the “Services”). The level of Services may vary but should be no more than eight (8) hours per week. Consultant agrees and acknowledges that Consultant has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including stored computer files, email messages and voice messages) and that Consultant’s activities, including the sending or receiving of any files or messages, on or using those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time, without notice.

2.Compensation. Consultant shall not be entitled to any cash compensation for the Services. The equity awards set forth in Schedule 1 hereto (the “Equity Awards”), which were granted to Consultant while Consultant served as an employee for the Company, shall continue to vest during the Term of this Agreement and shall continue to be governed in all respects by the terms of the governing plan documents, grant notices and equity agreements. Any remaining equity awards granted to Consultant while an employee (i) are hereby amended to provide that vesting will cease and (ii) any unvested portion of such awards will be forfeited, in each case as of the last day of Consultant’s employment with the Company. The terms of the remaining equity awards will otherwise remain unchanged. Vesting of the awards in Schedule 1 will cease at the end of the Term of this Agreement. Consultant will be responsible for all expenses incurred in performing Services under this Agreement; provided, however Consultant will be reimbursed for expenses that have been approved in advance in writing by Company, provided Consultant has furnished such documentation for authorized expenses as Company may reasonably request.

3.Independent Contractor Relationship. Consultant’s relationship with Company will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Company and Consultant. Consultant is not the agent of Company and is not authorized to make any representation, contract, or commitment on behalf of Company. Consultant will not be entitled to any of the benefits which Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Consultant will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Consultant’s performance of Services and the vesting of equity awards under this Agreement. Company will report amounts paid to Consultant if required by law. Because Consultant is an independent contractor, Company will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker’s compensation insurance on Consultant’s behalf. Consultant agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Consultant under this Agreement.

4.Trade Secrets - Intellectual Property Rights.

4.1Confidential Information. Consultant agrees during the Term of this Agreement and thereafter that it will take all steps reasonably necessary to hold Company’s Confidential Information in trust and confidence, will not use Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Confidential Information to any third party without first obtaining Company’s express written consent on a case-by-case basis. This Agreement incorporates by reference the definition of “Confidential Information” included in the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreementwith the Company that Consultant signed on October 30, 2019.

4.2 Third Party Information. Consultant understands that Company has received and will in the future receive from third parties confidential information (“Third Party Information”) subject to a duty on Company’s part to maintain the confidentiality of such information and use it only for certain limited purposes. Consultant agrees to hold Third Party Information in confidence and to only use it in connection with Consultant’s work for Company.

4.3 No Conflict of Interest. Consultant may not, during the Term of this Agreement, perform any work (whether as an employee, consultant, advisor or owner) for any entity that is engaged in competition with the Company or perform any work that is in direct conflict with Consultant’s obligations under this Agreement.

Consultant warrants that to the best of its knowledge, there is no other existing contract or duty on Consultant’s part inconsistent with this Agreement.

4.4 Work Product. Consultant agrees that any and all Work Product shall be the sole and exclusive property of Company. Consultant agrees to promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assigns to Company, or its designee, all right, title, and interest in and to any and all deliverables which Consultant may solely or jointly conceive or develop during the course of performing Services for Company (collectively referred to as the "Work Product"). If Consultant has any rights to the Work Product that cannot be assigned to Company, Consultant waives the enforcement of such rights, and all claims and causes of action of any kind against Company with respect to such rights, and agrees, at Company’s request and expense, to consent to and join in any action to enforce such rights.

5.    Consultant Representations and Warranties. Consultant hereby represents and warrants that (a) the Work Product will be an original work of Consultant; (b) neither the Work Product nor any element thereof will infringe the intellectual or proprietary rights of any third party; and (c) the Services and Work Product will comply with laws and regulations.

6.    Indemnification and Limitation of Liability.

6.1 Indemnification. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth in Section 5 of this Agreement, or a determination by a court or agency that the Consultant is not an independent contractor. Company will give Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. Company acknowledges that the foregoing does not require separate professional liability insurance coverage.

6.2 IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.

7.Term; Termination. The term of this Agreement (“Term”) is from the April 5, 2022 through May 2, 2022, subject to earlier termination by mutual agreement of the parties. Upon termination of the Agreement or earlier as requested by Company, Consultant will deliver to Company any material containing or disclosing any Work Product, Third Party Information or Confidential Information of Company. All of Consultant’s then-outstanding unvested equity awards shall cease vesting on the termination date of this Agreement.

8.General Provisions.

8.1Arbitration THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, OR THE TERMS THEREOF SHALL BE SUBJECT TO ARBITRATION IN SALT LAKE COUNTY, UTAH BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). CONSULTANT ALSO AGREES THAT CONSULTANT MAY ONLY COMMENCE AN ACTION IN ARBITRATION, OR ASSERT COUNTERCLAIMS IN AN ARBITRATION, ON AN INDIVIDUAL BASIS AND, THUS, CONSULTANT HEREBY WAIVES THE RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS OR COLLECTIVE ACTION(S) AGAINST THE COMPANY, AS PERMITTED BY LAW. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH THE LAW OF THE STATE IN WHICH THE CONSULTANT WORKS AND RESIDES, AND THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE AND PROCEDURAL LAW OF THE STATE IN WHICH THE CONSULTANT PROVIDES SERVICES AND RESIDES TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THE CONSULTANT PROVIDES SERVICES IN A DIFFERENT STATE IN WHICH HE OR SHE RESIDES, THE LAW OF THE STATE IN WHICH THE CONSULTANT PROVIDES SERVICES WILL GOVERN. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH THE LAW OF THE STATE IN WHICH THE CONSULTANT PROVIDES SERVICES AND RESIDES, THE RESIDENT AND SERVICES STATE LAW SHALL TAKE PRECEDENCE OVER THE JAMS RULES. THE DECISION OF THE

ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, EXCEPT AS PROHIBITED BY LAW, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS SECTION CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

8.2 Governing Law. The terms of this Agreement shall be governed by the laws of the state in which the Consultant provides services and resides. Consultant consents to personal and exclusive jurisdiction and venue in Salt Lake County, Utah.

8.3 No Publicity. Consultant may not, without Customer’s written consent, disclose to any third party that Company is a customer of Consultant, or use Customer’s trade name, trademark, or logo.

8.4 Injunctive Relief. Consultant agrees that it would be impossible or inadequate to measure and calculate Company's damages from any breach of the covenants set forth in Section 4. Accordingly, Consultant agrees that if Consultant breaches Section 4, Company will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision. Consultant further agrees that no bond or other security shall be required in obtaining such equitable relief and Consultant hereby consents to the issuances of such injunction and to the ordering of such specific performance.

8.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.

8.6 No Assignment. This Agreement may not be assigned by Consultant without Company’s written consent, and any such attempted assignment will be void and of no effect.

8.7 Notices. All notices, demands or consents required or permitted under this Agreement will be in writing. Notice will be considered delivered and effective when (a) personally delivered; (b) two (2) days following transmission if sent by facsimile with confirmation of receipt; (c) one (1) day after posting when sent by reputable private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent by certified United States mail. Notice will be sent to the parties at the addresses set forth on the first page of this Agreement or at such other address as will be given by either party to the other in writing. Notice to Company will also be emailed to Legal at legal@quotient.com.

8.8 Survival. The following provisions will survive termination of this Agreement: Sections 4, 6, 7, and 8.

8.9 Export. Consultant agrees not to export, directly or indirectly, any U.S. source technical data acquired from Company or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.

8.10 Waiver. No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.

8.11Defend Trade Secrets Act of 2016. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding,

if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

8.12 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to consulting services to be provide by Consultant and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by both parties.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

In Witness Whereof, the parties have caused this Consulting Agreement to be executed by their duly authorized representative.

QUOTIENT TECHNOLOGY INC.

By: /s/ Renee Cutright            

Renee Cutright         

(Printed Name)

Title:CPO              

PAMELA STRAYER

/s/ Pam Strayer             

(Signature)

[address omitted]

SCHEDULE 1

Award Number	Grant Date	Granted Shares	Vesting Date
RSUs
00004662	11/1/2019	10,826	5/1/2022
00005229	3/1/2021	6,223	6/1/2022
00005675	3/1/2022	13,000	6/1/2022
00004662	11/1/2019	10,826	8/1/2022
00005229	3/1/2021	6,223	9/1/2022
00005675	3/1/2022	13,001	9/1/2022
00004662	11/1/2019	10,825	11/1/2022
00005229	3/1/2021	6,224	12/1/2022
00005675	3/1/2022	13,001	12/1/2022
00004662	11/1/2019	10,826	2/1/2023
00005229	3/1/2021	6,223	3/1/2023
00005675	3/1/2022	13,001	3/1/2023
00004662	11/1/2019	10,825	5/1/2023
00005229	3/1/2021	6,223	6/1/2023
00005675	3/1/2022	13,000	6/1/2023
00004662	11/1/2019	10,826	8/1/2023
00005229	3/1/2021	6,224	9/1/2023
00005675	3/1/2022	13,001	9/1/2023
00004662	11/1/2019	10,826	11/1/2023
00005229	3/1/2021	6,223	12/1/2023
00005675	3/1/2022	13,001	12/1/2023
00005229	3/1/2021	6,223	3/1/2024
00005675	3/1/2022	13,001	3/1/2024
00005229	3/1/2021	6,224	6/1/2024
00005675	3/1/2022	13,000	6/1/2024
00005229	3/1/2021	6,223	9/1/2024
00005675	3/1/2022	13,001	9/1/2024
00005229	3/1/2021	6,223	12/1/2024
00005675	3/1/2022	13,001	12/1/2024
00005229	3/1/2021	6,224	3/1/2025
00005675	3/1/2022	13,001	3/1/2025
00005675	3/1/2022	13,000	6/1/2025
00005675	3/1/2022	13,001	9/1/2025
00005675	3/1/2022	13,001	12/1/2025
00005675	3/1/2022	13,001	3/1/2026
00005234	3/1/2021	199,146	See grant document
00005681	3/1/2022	208,012	See grant document
Options
00004661	11/1/2019	7,391	5/1/2022
00004661	11/1/2019	7,390	6/1/2022
00004661	11/1/2019	7,390	7/1/2022
00004661	11/1/2019	7,390	8/1/2022
00004661	11/1/2019	7,390	9/1/2022

00004661	11/1/2019	7,390	10/1/2022
00004661	11/1/2019	7,391	11/1/2022
00004661	11/1/2019	7,390	12/1/2022
00004661	11/1/2019	7,390	1/1/2023
00004661	11/1/2019	7,390	2/1/2023
00004661	11/1/2019	7,390	3/1/2023
00004661	11/1/2019	7,390	4/1/2023
00004661	11/1/2019	7,391	5/1/2023
00004661	11/1/2019	7,390	6/1/2023
00004661	11/1/2019	7,390	7/1/2023
00004661	11/1/2019	7,390	8/1/2023
00004661	11/1/2019	7,390	9/1/2023
00004661	11/1/2019	7,390	10/1/2023
00004661	11/1/2019	7,391	11/1/2023

EX-10.4

Exhibit 10.4

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is made as of May 16, 2022, by and between Steven Robert Boal (“Employee”) and Quotient Technology Inc. (f/k/a Coupons.com Incorporated and Coupons, Inc.) (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Employee is currently employed by the Company as its Founder and Chief Executive Officer and is a member of the Company’s board of directors (the “Board”);

WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreementwith the Company (the “Confidentiality Agreement”);

WHEREAS, Employee entered into an Indemnification Agreement with the Company on February 14, 2016 (the “Indemnification Agreement”);

WHEREAS, the Company granted Employee equity awards under the Company’s equity plans (including, without limitation, the 2006 Stock Plan and 2013 Equity Incentive Plan) (collectively, the “Equity Plans”) and individual award agreements thereunder (collectively, the “Equity Award Agreements”);

WHEREAS, the Company and Employee have agreed that Employee’s employment with the Company shall terminate on the date contemplated herein; and

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee and the Company may have against each other and other relevant parties as contemplated herein, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

1.Separation and Characterization. Employee’s last day of employment shall be a date mutually agreed by the Company and Employee but not later than the Company’s 2022 Annual Meeting of Stockholders (such last day of employment, the “Termination Date”). The termination of Employee’s employment shall be treated as an involuntary termination of Employee’s employment by the Company other than for “cause” (for purposes of any plan, agreement or arrangement to which the Employee is a party or in respect of which the Employee participates, in which the concept of “cause” or words of like import has any relevance thereunder, including without limitation, the Indemnification Agreement, the Equity Plans and Equity Award Agreements). During the period from the date hereof through the Termination Date, the Company shall continue to pay the Employee his base salary and all other compensation and employee benefits in the same manner and to the extent such amounts were paid and benefits were provided immediately prior to the date hereof (subject to such modifications and changes made from time to time generally to employee benefit plans of the Company and its subsidiaries that are applicable to active employees of the Company and its subsidiaries). Effective as of a date selected by the Employee (but not prior to the third day following the announcement of the execution of the Cooperation Agreement, dated on or about the date hereof, with Engaged Capital, LLC, and not later than the Termination Date) (the “CEO End Date”), the Employee shall cease to be Chief Executive Officer of the Company (and shall continue in employment as a non-officer employee of the Company through the Termination Date). Effective as of the Company’s 2022 Annual Meeting of Stockholders, the Employee shall resign as a member of the Board.

2.Consideration.

a.Accrued Obligations. The Company shall pay the Employee (i) all accrued and unpaid base salary through the Termination Date, and (ii) any unused vacation and personal days accrued through the Termination Date, in each case on the Termination Date. The Company shall also pay the Employee (x) any reimbursement of properly incurred expenses through the Termination Date (as

described in Section 5 hereof), within 30 days following submission by the Employee of applicable documentation in accordance with the Company’s expense reimbursement policies as in effect on the Termination Date and in accordance with Section 5 hereof), or earlier if required by applicable law, and (y) any amount arising from the Employee’s participation in, or benefits under, any generally available employee benefit plans, programs, or arrangements of the Company and its subsidiaries (such as 401(k) retirement benefits and health benefit claims, but excluding severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). The Accrued Obligations shall be payable as soon as practicable (but in any event not later than the first regularly scheduled payroll date following the Termination Date.

AND

b.Separation Payment (Cash). The Company shall pay Employee a cash lump sum separation payment of $2,000,000 (representing two (2) times the sum of the Employee’s annual base salary plus target annual cash bonus), less applicable withholdings, within ten (10) business days following the Termination Date, provided that the Company has received Employee’s executed Updated Release (as defined in Section 2(g) on the Termination Date.

AND

c.COBRA. If continued coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA, under the Company’s health and welfare plans is timely elected by the Employee, the Company shall provide direct payment of any applicable COBRA premiums from the Termination Date until the thirty-six (36) month anniversary of the Termination Date, which will be reported as taxable wages to Employee, provided that such COBRA coverage shall be subject to any changes in coverage, co-payments and other changes that apply to active employees during the period that such benefits are continued, as set forth in those plans.

AND

d.Accelerated Vesting of Outstanding Equity Awards. Immediately upon the termination of employment of the Employee on the Termination Date, all outstanding awards granted under the Equity Plans and the Equity Award Agreements (including, without limitation, stock options, restricted stock units and performance stock units) shall immediately and fully vest, with any performance-based awards vesting at target level (i.e., 100% of the target number of shares of Common Stock underlying such grant).

AND

e.Repricing and Extension of Exercisability Period for Options. Effective as of the date hereof, the Company shall have taken (or caused to be taken) all required action to provide that each outstanding stock option granted to the Employee under the Equity Plans and/or Equity Award Agreements shall be amended as follows: (i) if such option has an exercise price that exceeds the closing price of a share of the Company’s common stock as of the CEO End Date and is identified on Exhibit A, then (A) on the CEO End Date, the exercise price of such option shall be reduced to an amount that is equal to the closing price of a share of the Company’s common stock as of the CEO End Date and (B) such option shall remain exercisable through the third anniversary of the Termination Date and (ii) each outstanding option other than an option described in clause (i) above shall remain exercisable through the earlier to occur of the third anniversary of the Termination Date and the date on which such option would have expired if the Employee’s employment had continued through the full term of such option. If the CEO End Date does not fall on a day on which the Company’s common stock has traded on the New York Stock Exchange, the closing price shall be deemed the closing price on the last day preceding the CEO End Date on which the stock was traded. The Parties intend that the modification of any stock option in accordance with this paragraph comply with the provision of Section 409A of the Code such that any such modifications shall not result in any additional taxes or other penalties under Section 409A.

AND

f.Work E-mail. Employee shall continue to have use and access to his work email address for up to twelve (12) months following the Termination Date; provided, that the e-mail account shall be monitored by the Company and include an automated reply message that indicates that he is no longer associated with the Company from and after the Termination Date, Employee shall promptly forward to the Company’s Chief Executive Officer all work-related emails, and Employee shall comply with the Company’s policies (to the extent made available to him following the Termination Date) regarding confidentiality and proper usage of e-mails and other Company information technology resources.

g.Acknowledgement. Employee acknowledges that (i) unless Employee timely executes this Agreement, does not revoke it within the time period set forth in Section 9 below, and complies with its terms, Employee is not entitled to the consideration listed in this Section 2(b), (c), (d), (e) or (f), and (ii) the consideration listed in this Section 2(b), (c), (d), and (f) are further conditioned on Employee’s execution of the Updated Release of Claims attached to this Agreement as Exhibit B (the “Updated Release”) on the Termination Date.

3.Benefits. Except as expressly set forth herein, Employee’s benefits shall cease on the last day of the month in which the Termination Date occurs, subject to Employee’s right to continue Employee’s health insurance under COBRA. Employee’s eligibility for and/or participation in all benefits and incidents of employment, including, but not limited to, vesting in equity awards, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date (subject to the foregoing provisions of Section 2 of this Agreement).

4.Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses and incentive compensation, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, equity award vesting, and any and all other benefits and compensation due to Employee.

5.Expense Reimbursement. Employee agrees that, within thirty (30) days after the Termination Date, Employee will submit Employee’s final documented expense reimbursement statement reflecting all business expenses Employee incurred through the Termination Date, if any, for which Employee seeks reimbursement. The Company will reimburse Employee for these expenses pursuant to its regular business practice.

6.Indemnification. The Parties acknowledge and agree that the Indemnification Agreement shall remain in full force and effect in accordance with its terms notwithstanding the termination of Employee’s employment with the Company and the Parties’ obligations and duties thereunder are not in any way modified or superseded by this Agreement; provided, however, that with respect to the Company’s reservation of rights set forth in the undertakings between Employee and the Company dated February 26, 2019 and February 5, 2020 (collectively, the “Undertaking Letters”) related to the indemnity for the Fader matter and Litigation (as defined in the Undertaking Letters), the Company’s exercise of such rights requires the unanimous consent of the Board.

7.Public Statements. The Company and the Employee have mutually agreed on the public statement attached as Exhibit C. Neither the Company nor the Employee shall make any public statement that is inconsistent with Exhibit C.

8.Mutual Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer,insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, (collectively, the “Company Releasees”). Employee, on Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Company Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Company Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date hereof, including, without limitation:

a.any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;

b.any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

c.any and all claims for wrongful discharge of employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits;

d.any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, Immigration Reform and Control Act, and the California Fair Employment and Housing Act, the California Labor Code; or any and all state or local law equivalents or counterparts.

e.any and all claims for violation of the federal or any state constitution;

f.any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

g.any and all claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

h.any and all claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.

Notwithstanding the generality of the foregoing, nothing in this release or this Agreement constitutes a release or waiver by the Employee of: (i) any claim or right that may first arise after the Termination Date; (ii) any right to payments or benefits pursuant to the Agreement that will be due to the Employee upon the due execution and delivery, and no revocation, of the Employee’s release (which includes, for the avoidance of doubt, the Accrued Obligations and any claims and rights which the Employee may have under any Equity Award Agreements or the Equity Plan; (iii) any claim or right to indemnification, advancement, defense or reimbursement that Executive may have under the Indemnification Agreement (as modified by this Agreement), any applicable D&O policies or any similar insurance policies, the Company’s charter or bylaws, as amended, or under applicable law; (iv) any claim or right the Employee may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against the Employee and the Company as a result of any act or failure to act for which the Employee and the Company are held jointly liable; and (v) any claim that cannot be released as a matter of law, including any Protected Activity (as defined below).

Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 21, except as required by applicable law. This release does not extend to any right Employee may have to unemployment compensation benefits.

In consideration of the covenants and promises contained in this Agreement, the Company, on its own behalf and on behalf of all related or affiliated entities, its fiduciaries, predecessors, successors and assigns, current and former direct and indirect parents, affiliates, subsidiaries, divisions, and other related business entities thereto, and each of their present and former officers, directors, shareholders, employees (including but not limited to insurers, agents, representatives, attorneys, and administrators and any other person or entity claiming through the Company), hereby and forever releases the Executive (and his estate, beneficiaries, executors, insurers, agents, representatives, attorneys, and administrators) (the “Employee Releasees”) from, and agrees not to sue concerning, or in any manner to institute,

prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date hereof, including, without limitation:

a.any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;

b.any and all claims for breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits;

c.any and all claims for violation of any federal, state, or municipal statute.

d.any and all claims for violation of the federal or any state constitution;

e.any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

f.any and all claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

g.any and all claims for attorneys’ fees and costs.

The Company agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.

Notwithstanding the generality of the foregoing, nothing in this release or this Agreement constitutes a release or waiver by the Company of: (i) any claim or right that may first arise after the Termination Date; (ii) any rights that the Company has under the Indemnification Agreement, the Undertaking Letters (as modified by this Agreement), any applicable D&O policies or any similar insurance policies, or the Company’s charter or bylaws, as amended; (iii) any claim the Company may have against Employee arising out of Employee’s fraud, criminal conduct, or willful conduct that is unlawful; (iv) any claim or right the Company may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against the Employee and the Company as a result of any act or failure to act for which the Employee and the Company are held jointly liable; and (v) any claim that cannot be released as a matter of law.

9.Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary (“ADEA Waiver”). Employee agrees that this ADEA Waiver does not apply to any rights or claims that may arise under the ADEA after the date hereof. Employee acknowledges that the consideration given for this ADEA Waiver is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee should consult with an attorney prior to executing this Agreement; (b) Employee has twenty-one (21) days within which to consider this Agreement; (c) Employee has seven (7) days following Employee’s execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the 7-day revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this ADEA Waiver, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to the person executing this Agreement on the Company’s behalf that is received prior to the Effective Date. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.

10.Unknown Claims: California Civil Code Section 1542 and/or Applicable State Law Equivalent. The claims released in this Agreement includes both known and unknown claims. Employee acknowledges that Employee has been advised to consult with legal counsel and Employee waives and relinquishes any rights Employee has under any applicable state law that otherwise limits Employee’s ability to release unknown claims, including, but not limited to California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder, as well as under any other applicable statute or common law principles of similar effect.

11.No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims, or actions pending in Employee’s name, or on behalf of any other person or entity, against the Company or any of the other Company Releasees. Employee also represents that Employee does not intend to bring any claims on Employee’s own behalf or on behalf of any other person or entity against the Company or any of the other Company Releasees.

12.[INTENTIONALLY OMITTED]

13.Trade Secrets and Confidential Information/Company Property. Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and non-solicitation of Company employees. Employee’s signature below constitutes Employee’s certification that Employee has returned all documents and other items provided to Employee by the Company (with the exception of a copy of the Employee Handbook and personnel documents specifically relating to Employee), developed or obtained by Employee in connection with Employee’s employment with the Company, or otherwise belonging to the Company and has permanently deleted all electronic documents and information related to Employee’s employment or relationship with the Company or that Employee obtained as a result of Employee’s employment or relationship with the Company.

14.No Cooperation. Subject to Section 15 governing Protected Activity, Employee agrees that Employee will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Company Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Company Releasees, Employee shall state no more than that Employee cannot provide counsel or assistance.

15.Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission,the California Department of Fair Employment and Housing, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”) or any and all of their state or local law equivalents or counterparts. Employee understands that in connection with such Protected Activity, Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding Employee’s right to engage in Protected Activity that conflicts with, or is contrary to,

this section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

16.No Re-Employment and References. Employee agrees that Employee has no right to re-employment or reinstatement with Company and will not knowingly apply for employment, accept any offer of employment by, or otherwise knowingly request to be considered for employment with Company or any of its subsidiaries, parent companies, divisions, and affiliates. Company and any of its subsidiaries, parent companies, divisions, and affiliates may properly deny Employee employment with them based on this contractual commitment, and such denial of employment will not violate any law or legal requirement.The Parties agree that any and all prospective employers of Employee shall be instructed to contact only Company’s Human Resources department. To the extent inquiries are so directed, Company will provide only Employee’s dates of employment and last position held.

17.Mutual Nondisparagement. Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the Company and its subsidiaries, or any of their respective directors and officers and member of senior management in their capacity as such, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Company and its subsidiaries. Employee shall direct any inquiries by potential future employers to the Company’s Human Resources department. The Company agrees to, and agrees to instruct its directors and executive officers to, refrain from any disparagement, defamation, libel, or slander of the Employee and his affiliates and family members, and to refrain from any tortious interference with the contracts and relationships of the Employee and his affiliates. Nothing in this Section, this Agreement, or any other agreement entered into with the Company: (a) will be interpreted or construed to prevent either the Company or Employee from giving truthful information in any court or administrative proceeding, (b) is intended to prohibit or restrain Employee in any manner from engaging in any Protected Activity and/or (c) prevents Employee from discussing or disclosing employee wages, benefits or terms and conditions of employment or information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.

18.Breach. Each of the Company and Employee acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the validity of the ADEA Waiver, or of any provision of the Confidentiality Agreement shall entitle the other immediately to seek damages, except as provided by law.

19.No Admission of Liability. Employee and the Company each understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee and the Company. No action taken by either Party hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission of any fault or liability whatsoever to the other Party or to any third party.

20.Costs. The Company shall pay the Employee’s reasonable attorneys’ fees and expenses incurred in connection with the negotiation and execution and delivery of this Agreement.

21.ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, OR THE TERMS THEREOF, OR ANY OF THE MATTERS HEREIN RELEASED, EXCEPT RELEASED CLAIMS OF SEXUAL HARASSMENT TO THE EXTENT REQUIRED BY LAW, SHALL BE SUBJECT TO ARBITRATION IN SALT LAKE COUNTY, UTAH BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). EMPLOYEE ALSO AGREES THAT EMPLOYEE MAY ONLY COMMENCE AN ACTION IN ARBITRATION, OR ASSERT COUNTERCLAIMS IN AN ARBITRATION, ON AN INDIVIDUAL BASIS AND, THUS, EMPLOYEE HEREBY WAIVES THE RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS OR COLLECTIVE ACTION(S) AGAINST THE COMPANY, AS PERMITTED BY LAW. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE

ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH UTAH LAW AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL UTAH LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH UTAH LAW, UTAH LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, EXCEPT AS PROHIBITED BY LAW, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS SECTION CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

22.Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on Employee’s behalf under the terms of this Agreement. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon.

23.Section 409A. It is intended that this Agreement comply with, or be exempt from, Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Payments under Section 2 of this Agreement will be made no later than the 15th day of the third month following the year in which the separation benefits vests. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Employee when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. If Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s termination, then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service (however, the Company and the Employee agree that none of the amounts payable under this Agreement are required to be subject to any 6-month delay). All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. To the extent that the health care continuation reimbursement under Section 2, or any other reimbursement or in-kind benefit plan or arrangement in which Employee participates, provides for a “deferral of compensation” within the meaning of Section 409A and does not otherwise comply with Section 409A, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year, (ii) the right to the applicable reimbursement or benefit is not subject to liquidation or exchange for another benefit or payment, and (iii) to the extent there is any reimbursement of an expense, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iv) except as specifically provided herein or in the applicable reimbursement arrangement, in-kind benefits will only be provided, and reimbursements will only be made for expenses incurred, during Employee’s lifetime. The Company and Employee will work together in good faith to consider either (i) amendments to this Agreement; or (ii) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Employee under Section 409A. In no event will the Company Releasees reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A (except to the extent resulting from delayed payments attributable to the Company’s breach of this Agreement).

24.Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

25.Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision. All provisions in this Agreement or any surviving agreement made a part hereof shall be enforced to the greatest extent possible and lawful.

26.Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.

27.Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the Company, with the exception of the Confidentiality Agreement and the Equity Award Agreements and Indemnification Agreement, except as otherwise modified or superseded herein.

28.No Oral Modification. This Agreement may only be amended in a writing signed by (a) Employee and (b) either the Company’s Chief People Officer or the Company’s General Counsel.

29.Governing Law. The terms of this Agreement shall be governed by the laws of the Utah, without regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in Utah.

30.Effective Date. Employee understands that this Agreement shall be null and void if not executed by Employee within twenty-one (21) days. Employee has seven (7) days after signing this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by the Employee before that date (the “Effective Date”).

31.Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original and all of which counterparts taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.  The counterparts of this Agreement may be executed and delivered by facsimile, photo, email PDF, or other electronic transmission or signature.

32.Voluntary Execution of Agreement. Employee understands and agrees that Employee executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party. Employee acknowledges that:

a.Employee has read this Agreement;

b.Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice or has elected not to retain legal counsel;

c.Employee understands the terms and consequences of this Agreement and of the releases it contains;

d.Employee is fully aware of the legal and binding effect of this Agreement; and

e.Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

	STEVEN ROBERT BOAL, an individual
Dated: May 16, 2022	/s/ Steven R. Boal
	Steven Robert Boal

	QUOTIENT TECHNOLOGY INC.
Dated: May 16, 2022	By    /s/ Connie Chen
	Connie Chen General Counsel

EXHIBIT A

OPTIONS

Shares	Exercise Price	Original Expiration Date
47,000	$ 8.51	2/16/2026
600,000	$ 8.65	11/13/2023
469,461	$ 8.95	3/1/2030
299,529	$ 9.96	3/1/2029
300,000	$ 13.00	2/13/2027
261,000	$ 13.10	3/1/2028
800,000	$ 25.00	11/13/2023

EXHIBIT B

UPDATED RELEASE OF CLAIMS

(to be signed on the Termination Date)

Quotient Technology Inc. (the “Company”) and Steven Robert Boal (the “Employee”) entered into a Separation Agreement and Release dated May 16, 2022 (the “Agreement”). The parties to that Agreement hereby further agree as follows:

1.A blank copy of this Updated Release of Claims (“Updated Release”) was attached to the Agreement as Exhibit B.

2.As of the 29th of June, 2022 (the “Termination Date”), the Employee is entitled to receive the consideration listed in Section 2(b), (c), (d), and (f) of the Agreement, provided Employee signs this Updated Release on the Termination Date.

3.In consideration of the provision to the Employee of the consideration listed in Section 2(b), (c), (d), and (f) of the Agreement for which Employee becomes eligible only if Employee signs this Updated Release, Employee hereby extends its release of claims in Section 8 of the Agreement to any claims that arose through the date Employee signs this Updated Release and extends the representations Employee has made in Section 11 of the Agreement through the date Employee signs this Updated Release.

4.In giving the releases set forth in this Updated Release, which include claims that may be unknown to Employee at present, Employee acknowledges that Employee has read and understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Employee hereby expressly waives and relinquishes all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to Employee’s release of claims herein, including but not limited to the release of unknown and unsuspected claims.

5.In consideration of the Employee’s agreement to enter into this Updated Release, the Company also extends its release of claims in Section 8 of the Agreement to any claims that arose through the date the Company signs this Updated Release.

6.The parties agree that this Updated Release is a part of the Agreement.

IN WITNESS WHEREOF, the Parties have executed this Updated Release on the respective dates set forth below.

	STEVEN ROBERT BOAL, an individual
Dated:     7/5/2022	/s/ Steven Robert Boal
	QUOTIENT TECHNOLOGY INC.
Dated: 7/5/2022	By    /s/ Connie Chen
	Connie Chen General Counsel

EXHIBIT C

PUBLIC STATEMENT

“As previously announced, Steven Boal will not stand for election at the 2022 Annual Meeting. Mr. Krepsik will become CEO upon Mr. Boal’s retirement, which will occur no later than the Annual Meeting, which the Company expects to occur on June 29, 2022.”

EX-10.5

Exhibit 10.5

March 1, 2022

Yuneeb Kahn

[address omitted]

Dear Yuneeb,

Quotient Technology Inc. ("Quotient" or the “Company") is pleased and proud to extend to you an offer of employment with Quotient as our Chief Financial Officer, Principal Accounting Officer and Treasurer, with such appointment to be confirmed by Quotient’s Board of Directors pursuant to the Company’s Bylaws. This position will report to the Chief Executive Officer and will be based in our Salt Lake City office. We look forward to your starting on or before July 1, 2022.

At Quotient, we know that people are our most important asset, and we are happy to offer you a comprehensive compensation package which includes the following:

•An annual base salary of $460,000.00 paid on a semi-monthly basis, less all applicable withholding and deductions. Currently, the Company's salary payroll dates are the 15th and the last working day of each month.

•The opportunity to earn an annual, discretionary bonus of up to 75% of your base salary (less all applicable withholding and deductions). This bonus is based on the Company's overall performance to be determined by the Company in its sole discretion and upon your successful completion of full year objectives and individual performance. The bonus will be prorated to your start date in your first year of employment and you must be an employee of the Company by October 1st to be eligible for the bonus payment. You must remain an employee of the Company and be in good performance standing through each bonus payment date in order to receive your bonus.

•A benefits package (subject to eligibility) which includes medical, dental, and vision coverage. You may also be eligible to participate in Quotient's 401(k) plan, which currently includes a company match of up to $6,000 annually. The complete benefits package is outlined in the attached benefits summary.

•You will be eligible to receive a one-time sign-on bonus in the amount of $150,000.00 which will be payable to you in the payroll period following your Sixtieth (60th) day of employment with the Company, subject to applicable withholding and deductions. Should you leave the Company for any reason within (60) days of your first day of employment, you will not receive the sign-on bonus. Should you voluntarily leave the Company for any reason within one (1) year of your first day of employment with the Company, you will be required to reimburse the Company for a pro-rated amount of your sign-on bonus, payable within (5) business days of your last day of employment with the Company. Subject to the approval and execution of the Change of Control Severance Agreement as discussed below, you will not be required to reimburse the Company if you were terminated without Cause or resigned for Good Reason.

•A one-time, lump sum of $75,000.00 to offset relocation costs associated with the move to Salt Lake City which will be payable to you in the payroll period following your Thirtieth (30th) day of employment with the Company, subject to applicable withholdings and deductions. Should you leave the Company for any reason within (30) days of your first day of employment, you will not receive the relocation assistance. Should you voluntarily leave the Company for any reason within one (1) year of your first day of employment with the Company, you will be required to reimburse the Company a prorated amount of your relocation benefit, payable within five (5) business days of your last day of employment with the Company. Subject to the approval and execution of the Change of Control Severance Agreement as discussed below, you will not be required to reimburse the Company if you were terminated without Cause or resigned for Good Reason.

•A housing allowance up to $10,000.00 per month, subject to applicable withholding and deductions, for the first twelve (12) months after your hire date, subject to your continued employment with the Company. This can be extended up to an additional period of six (6) months with mutual consent.

•Reimbursement of expenses for tax preparation assistance not to exceed $5,000.00 per year, for 2022 and 2023.

•Immigration support through the Company’s immigration counsel to apply for an initial visa for your household partner.

Quotient Technology Inc. 1260 Stringham Avenue, Salt Lake City, Utah 84106 quotient.com

•Subject to the approval of Quotient's Board of Directors or its Compensation Committee, you will be granted a number of restricted stock units (the “RSUs") to acquire a number of shares of Quotient's Common Stock equal to $1,500,000 divided by the stock’s closing price on the first calendar day of the month following the month in which the Board or Compensation Committee approved the grant. The RSUs will be subject to the terms and conditions applicable to awards granted under Quotient's equity incentive plan ("Plan"), as described in the Plan and the applicable award agreement. The RSUs will vest twenty-five percent (25%) of the shares on the one (1) year anniversary of grant date or on the date as determined by the Board of Directors, the Compensation Committee, (the "Vesting Commencement Date"), and six and ¼ percent (6.25%) of the shares every three (3) months thereafter on the anniversary date of the Vesting Commencement Date, as further described in the Plan and the applicable award agreement. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment.

•Subject to the approval of Quotient's Board of Directors or its Compensation Committee, you will be granted a number of shares of Quotient's Common Stock equal to $2,700,000 divided by the stock’s closing price on the first calendar day on the month following the month in which the Board or Compensation Committee approved the grant as part of Quotient’s Long-Term Incentive Plan (the “LTI Plan”). The shares will be subject to the terms and conditions applicable to awards granted under the Plan, the LTI Plan and the applicable award agreement. Fifty-percent (50%) of the shares will be time-based restricted stock units (“RSUs”) that vest as follows: six and ¼ percent (6.25%) of the shares will vest on each three-month anniversary of the Vesting Commencement Date, as further described in the Plan and the applicable award agreement. The remaining 50% of the shares will be performance-based restricted stock units (“PRSUs”) that will vest based on Company performance, as described in the LTI Plan, the Plan and applicable award agreement. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment. Ongoing particpation in the Long-Term Incentive Plan program will be reviewed annually by the Compensation Committee.

•Subject to the approval of Quotient's Board of Directors or its Compensation Committee, and subject to the execution of the enclosed Change of Control Severance Agreement (“CoC Agreement), you will be eligible to receive additional benefits in case of termination of employment without cause or resignation for good reason, both within and outside of a change of control period, pursuant to the terms of the CoC Agreement.

We also do have conditions of employment (many legally mandated), a few of which we need to highlight for you in this letter. In order to go forward as an employee of Quotient, you will need to understand and agree to the following: 

•We require a fully signed and executed At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (the "Confidentiality Agreement"). This is being provided to you with this offer, and, your signed copy will be provided to you on or after your last day of employment. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and (v) the Company shall pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law. Please note that we must receive your signed Confidentiality Agreement before your first day of employment.

•In addition, by signing this letter, you confirm that you are under no contractual or other obligations that would prohibit you from, or that would conflict or that are inconsistent with you performing your duties with Quotient. Lastly, we fully expect that you will comply with any prior employers' agreements of this nature or any other obligations you may have to a former employer or otherwise. 

•All employment with Quotient is "at-will,” meaning that either you or Quotient may terminate your employment at any time and for any reason or for no reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This is the full and complete agreement between you and Quotient regarding this term. Although your job duties, title, compensation and benefits, as well as Quotient's policies and procedures, may change from time to time, the "at will” nature of your employment may only be changed in an express written agreement signed by you and Quotient's Chief Executive Officer. We request that, in the event of resignation, you give the Company at least two weeks' notice. 

•During the period that you are employed by Quotient, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of Quotient. Please disclose to Quotient in writing any other employment, business or activity that you are currently

Page 2

associated with or participate in that competes with Quotient. You may not assist any other person or organization in competing with Quotient or in preparing to engage in competition with the business or proposed business of Quotient. 

•On your first day of work, please bring documentation demonstrating that you have authorization to work in the United States. A list of required documents will be provided to you prior to your start date. If you have questions about this requirement, which applies to U.S. citizens and non U.S. citizens alike, you may contact our Human Resources office. 

•The Company reserves the right to conduct background investigations and/or reference and credit checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference and credit checks, if any.

This letter, along with the enclosed agreements sets forth the terms of your employment with the Company and supersede and replace any prior understanding or agreements, whether oral, written or implied, between you and Quotient regarding the matters described in this letter.

We would be delighted if you would accept this offer, with all the terms and conditions listed above, by signing and dating both the original of this letter as well as the Confidentiality Agreement and return them to me. This offer, if not accepted, will expire at the close of business on March 1, 2022. 

We will mutually agree on external communications.

We cannot tell you how excited we are that you are making the decision to join Quotient! If you have any questions concerning this offer, please contact me.

Very truly yours, 

/s/ Steven Boal

Steven Boal, CEO

Quotient Technology Inc.

Agreed to and accepted:

You acknowledge that you have carefully read and considered all provisions of this letter and the attachments and agree that all of the restrictions set forth herein are fair and reasonably required to protect the interests of Quotient. You acknowledge that you have received a copy of this letter and the attachments as signed by you. You acknowledge that, prior to signing this Agreement, you have had an opportunity to seek the advice of independent counsel of your choice relating to the terms of this letter and the attachments.

/s/ Yuneeb Khan
Yuneeb Khan
Dated: 3/1/2022	Start Date: 7/1/2022

Page 3

Enclosures:

•Duplicate Original Offer Letter

•At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement

•Benefits Summary

•Change of Control Severance Agreement

Page 4

EX-10.6

Exhibit 10.6    

QUOTIENT TECHNOLOGY INC.

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Yuneeb Khan (“Executive”) and Quotient Technology Inc. (the “Company”), effective as of July 5, 2022 (the “Effective Date”).

RECITALS

1.The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders (i) to assure that the Company will have the continued dedication and objectivity of Executive, and (ii) to provide Executive with an incentive to continue Executive’s employment prior to a Change of Control and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

2.The Committee believes that it is imperative to provide Executive with certain severance benefits upon Executive’s termination of employment under certain circumstances. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company.

3.Certain capitalized terms used in the Agreement are defined in Section 6 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.Term of Agreement. The initial term of the Agreement (the “Initial Term”) shall commence on the Effective Date and terminate on May 1, 2025 and shall automatically renew for successive terms of three (3) years thereafter (the Initial Term and each successive term a, “Term”) and any obligations of the Company hereunder will lapse upon the completion of the Term. Notwithstanding the foregoing provisions of this paragraph, (a) if a Change of Control occurs when there are fewer than twelve (12) months remaining during the Term, the term of this Agreement will extend automatically through the date that is twelve (12) months following the effective date of the Change of Control, or (b) outside of a Change of Control Period, either party may terminate the Agreement, for any reason, by giving written notice to the other party at least thirty (30) days prior to May 1, 2025 or any subsequent termination date, or (c) if an initial occurrence of an act or omission by the Company constituting the grounds for “Good Reason” in accordance with Section 6(h) hereof has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as such term is used in Section 6(h)) with respect to such Initial Grounds could occur following the expiration of the Term, the term of this Agreement will extend automatically through the date that is thirty (30) days following the expiration of the Cure Period, but such extension of the term will only apply with respect to the Initial Grounds. If Executive becomes entitled to benefits under Section 3 during the term of this Agreement, the Agreement will not terminate until all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2.At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and will continue to be at-will, as defined under applicable law. As an at-will employee, either the Company or Executive may terminate the employment relationship at any time, with or without Cause.

3.Severance Benefits.

(a)Termination without Cause or Resignation for Good Reason Outside of the Change of Control Period. If the Company terminates Executive’s employment with the Company without Cause (and not by reason of Executive’s death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs outside of the Change of Control Period, then subject to Section 4, Executive will receive the following:

(i)Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation (if any), expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements when legally required.

(ii)Severance Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one hundred percent (100%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then Executive’s annual base salary in effect immediately prior to such reduction).

(iii)COBRA Payment. The Company will provide to Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by twelve (12), which payment will be made regardless of whether Executive elects COBRA continuation coverage (the “COBRA Payment”). For the avoidance of doubt, the COBRA Payment may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.

(b)Termination without Cause or Resignation for Good Reason During the Change of Control Period. If the Company terminates Executive’s employment with the Company without Cause (and not by reason of Executive’s death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change of Control Period, then subject to Section 4, Executive will receive the following:

(i)Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation (if any), expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements when legally required.

(ii)Severance Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one hundred fifty percent (150%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then Executive’s annual base salary in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change of Control.

(iii)Bonus Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one hundred fifty percent (150%) of Executive’s annual bonus for the year of termination at target level as in effect immediately prior to Executive’s termination date (and for purposes of clarification, if Executive’s annual bonus target is expressed as a percentage of Executive’s annual base salary and Executive’s termination is due to a resignation for Good Reason based on a material reduction in base salary, then the payment to be made pursuant to this section will be calculated based on Executive’s annual base salary in effect immediately prior to such reduction), or, if greater, at the level in effect immediately prior to the Change of Control.

(iv)COBRA Payment. The Company will provide to Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by eighteen (18), which payment will be made regardless of whether Executive elects COBRA continuation coverage (the “Change of Control COBRA Payment”). For the avoidance of doubt, the Change of Control COBRA Payment may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.

(v)Accelerated Vesting of Equity Awards. One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full and in the case of stock options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than one hundred percent (100%) of the shares subject to the outstanding portion of the Equity Awards may vest and become exercisable under this provision). In the case of Equity Awards with performance-based vesting, all

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performance goals and other vesting criteria will be treated as set forth in Executive’s Equity Award agreement governing such Equity Award. For the avoidance of doubt, if the Company terminates Executive’s employment with the Company without Cause (and not by reason of Executive’s death or Disability) or if Executive resigns from such employment for Good Reason prior to a Change of Control, then any unvested portion of Executive’s outstanding Equity Awards will remain outstanding for three (3) months or the occurrence of a Change of Control (whichever is earlier) so that any acceleration benefits can be provided if a Change of Control occurs within three (3) months following such termination (provided that in no event will the Equity Awards remain outstanding beyond the Equity Award’s maximum term or expiration date). In such case, if no Change of Control occurs within three (3) months following Executive’s termination, any unvested portion of Executive’s Equity Awards automatically will be forfeited without having vested.

(c)Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company (if any).

(d)Disability; Death. If the Company terminates Executive’s employment as a result of Executive’s Disability, or Executive’s employment terminates due to Executive’s death, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company (if any).

(e)Exclusive Remedy. In the event of a termination of Executive employment as set forth in Section 3(a) or Section 3(b) of this Agreement, the provisions of Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company otherwise may be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will be entitled to no benefits, compensation or other payments or rights upon a termination of employment other than those benefits expressly set forth in Section 3 of this Agreement. For the avoidance of doubt, the payments and benefits under Section 3(b) of this Agreement are in place of and not in addition to, any payments to which Executive may have become entitled under Section 3(a) of this Agreement. To the extent Executive received or began receiving payment under Section 3(a) of this Agreement, and, due to a Change of Control, becomes eligible for payments under Section 3(b) of this Agreement, the payments previously made under Section 3(a) of this Agreement will be deemed to have been made under Section 3(b) of this Agreement.

4.Conditions to Receipt of Severance; No Duty to Mitigate

(a)Release of Claims Agreement. The receipt of any severance payments or benefits (other than the accrued benefits set forth in Section 3(a)(i) or Section 3(b)(i)) pursuant to this Agreement is subject to Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, restrictive covenants (which may include non-solicit or non-competition provisions as permitted by law), and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”). Any severance payments or benefits under this Agreement will be paid on the first regular payroll pay day following the Release Deadline, or, if later, (A) with respect to the benefits provided in Section 3(b)(ii), 3(b)(iii), 3(b)(iv) or 3(b)(v) and in each case, to the extent not already provided under Section 3(a), if the Executive’s termination date occurs within the Change of Control Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control or (B) such time as required by Section 4(c)(iii), except that the acceleration of vesting of Equity Awards not subject to Section 409A will become effective on the tenth (10th) day following the date the Release becomes effective and irrevocable (the “Release Effective Date”) and the acceleration of vesting of Equity Awards subject to Section 409A will become effective on the Release Deadline, or, in either event, if later, with respect to the benefits provided in Section 3(b)(v), if Executive’s termination date occurs within the Change of Control Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control. If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any right to severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable.

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(b)Confidential Information and Invention Assignment Agreements. Executive’s receipt of any payments or benefits under Section 3 (other than the accrued benefits set forth in Section 3(a)(i) or Section 3(b)(i)) will be subject to Executive continuing to comply with the terms of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between the Company and Executive, as such agreement may be amended from time to time.

(c)Section 409A.

(i)Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payments.

(ii)It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below.

(iii)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.

(iv)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above.

(v)Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above.

(vi)The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

5.Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of

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Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

(a)delivered in full, or

(b)delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (ii) cancellation of Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata) unless Executive elects in writing a different order for cancellation; and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.

6.Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

(a)Cause. “Cause” means the occurrence of any of the following: (i) Executive’s conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement; (ii) Executive’s intentional misconduct; (iii) Executive’s material failure to perform his or her employment duties; (iv) Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company, or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; (v) an act of material fraud or dishonesty against the Company or any of its subsidiaries; (vi) Executive’s material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or (vii) Executive’s failure to cooperate with the Company in any investigation or formal proceeding.

The foregoing definition does not in any way limit the Company’s ability to terminate Executive’s employment relationship at any time as provided in Section 2 above, and the term “Company” will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable.

(b)Change of Control. “Change of Control” means the occurrence of any of the following events:

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(i)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or

(ii)the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii)the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv)a change in the composition of the Board, as a result of which less than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are directors of the Company as of the effective date of this Policy, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors of the Company at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

Notwithstanding the foregoing, a transaction will not be a Change of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for purposes of clarity, a transaction will not constitute a Change of Control if its primary purposes is to: (x) change the state of the Company’s incorporation, or (y) create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(c)Change of Control Period. “Change of Control Period” means the period beginning six (6) months prior to, and ending twelve (12) months following, the first Change of Control to occur after the Effective Date.

(d)COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(e)Code. “Code” means the Internal Revenue Code of 1986, as amended.

(f)Disability. “Disability” means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time Executive’s termination, in which case, the determination of disability under such plan also will be considered “Disability” for purposes of this Agreement.

(g)Equity Awards. “Equity Awards” means Executive’s outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

(h)Good Reason. “Good Reason” means Executive’s termination of his or her employment in accordance with the next sentence after the occurrence of one or more of the following events without Executive’s express written consent: (i) a material reduction of Executive’s duties, authorities, or responsibilities relative to Executive’s duties, authorities, or responsibilities in effect immediately prior to such reduction including where such material reduction results solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control but is not made the Chief Financial Officer of the acquiring corporation); (ii) a material reduction by the Company in Executive’s rate of annual base salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company will not constitute “Good Reason”; (iii) a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than thirty-five (35) miles from Executive’s then present location will not be considered a material change in geographic location; or (iv) the failure of the

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Company to obtain from any successor or transferee of the Company an express written and unconditional assumption of the Company’s obligations to Executive under this Agreement. In order for Executive’s termination of his or her employment to be for Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a cure period of thirty (30) days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and Executive must terminate his or her employment within thirty (30) days following the Cure Period.

(i)Section 409A Limit. “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

7.Successors.

(a)The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.

(b)Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8.Notice.

(a)General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when sent electronically or personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a private courier service such as UPS, DHL or Federal Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail address of the General Counsel and mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its General Counsel.

(b)Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 8(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than ninety (90) days after the giving of such notice).

9.Resignation. Upon the termination of Executive’s employment for any reason, Executive will be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any further required action by Executive, as of the end of Executive’s employment and Executive, at the Board’s request, will execute any documents reasonably necessary to reflect Executive’s resignation.

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10.Arbitration.

(a)Arbitration. In consideration of Executive’s employment with the Company, its promise to arbitrate all employment-related disputes, and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s employment with the Company or termination thereof, including any breach of this Agreement, shall be resolved by a neutral arbitrator through final and binding arbitration and not by way of a court or jury trial. This agreement to arbitrate is governed by the Federal Arbitration Act (“FAA”). If the FAA is found not to apply, then this agreement to arbitrate is enforceable under the laws of the state where the Executive resides. Nothing in this agreement to arbitrate modifies the Executive’s at-will employment.

(b)Dispute Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, claims of discrimination and wrongful termination, and any statutory or common law claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive. Notwithstanding the foregoing, this agreement to Arbitrate does not require the Executive to arbitrate any claims that may not be subject to pre-dispute arbitration agreements as a matter of law, including claims relating to a sexual harassment or sexual assault dispute that arise or accrue after March 3, 2022. The Executive acknowledges, however, that although arbitration of such claims is not required, the Executive may agree to submit any such claims to binding arbitration pursuant to this section.

(c)Procedure. Executive agrees that any arbitration will be administered by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator will have the power to award any remedies available under applicable law, and the arbitrator will award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive will pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator will administer and conduct any arbitration in accordance with the law of the state where Executive resides and that the arbitrator will apply substantive and procedural law of the state where Executive resides to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with the law of state where Executive resides, the law of the state where Executive resides will take precedence. The decision of the arbitrator will be in writing. Any arbitration under this Agreement will be conducted in the county where Executive resides.

(d)Remedy. Except as provided by the Act, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

(e)Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

(f)Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone

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else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

11.Miscellaneous Provisions.

(a)No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source.

(b)Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(d)Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. Accordingly, by executing this Agreement and both during and following the Term, Executive hereby forfeits and waives any rights to severance or change of control benefits set forth in any employment agreement, offer letter and/or Equity Award agreement, except as set forth in this Agreement. For purposes of clarification, following the Term, Executive will not be eligible to receive severance or change of control benefits set forth in any employment agreement, offer letter and/or Equity Award agreement. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.

(e)Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the state where Executive resides (with the exception of its conflict of laws provisions). Any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) will be commenced or maintained in any state or federal court located in the jurisdiction where Executive resides, and Executive and the Company hereby submit to the jurisdiction and venue of any such court.

(f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.

(g)Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes.

(h)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page to Follow]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

COMPANY    QUOTIENT TECHNOLOGY INC.

By:    /s/ Connie Chen                    

Title: General Counsel     

Date:    July 14, 2022                    

EXECUTIVE    By:    /s/ Yuneeb Khan                

Title:    Chief Financial Officer                

Date:    July 29, 2022                    

[Signature page of the Change of Control Severance Agreement]

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EX-10.7

Exhibit 10.7

QUOTIENT TECHNOLOGY INC.

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between John Kellerman (“Executive”) and Quotient Technology Inc. (the “Company”), effective as of May 1, 2022 (the “Effective Date”).

RECITALS

1.The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders (i) to assure that the Company will have the continued dedication and objectivity of Executive, and (ii) to provide Executive with an incentive to continue Executive’s employment prior to a Change of Control and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

2.The Committee believes that it is imperative to provide Executive with certain severance benefits upon Executive’s termination of employment under certain circumstances. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company.

3.Certain capitalized terms used in the Agreement are defined in Section 5 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.Term of Agreement. The initial term of the Agreement (the “Initial Term”) shall commence on the Effective Date and terminate on May 1, 2025 and shall automatically renew for successive terms of three (3) years thereafter (the Initial Term and each successive term, a “Term”) and any obligations of the Company hereunder will lapse upon the completion of a Term. Notwithstanding the foregoing provisions of this paragraph, (a) if a Change of Control occurs when there are fewer than twelve (12) months remaining during a Term, the term of this Agreement will extend automatically through the date that is twelve (12) months following the effective date of the Change of Control, (b) outside of a Change of Control Period, either party may terminate the Agreement, for any reason, by giving written notice to the other party at least thirty (30) days prior to May 1, 2025 or any subsequent termination date, or (c) if an initial occurrence of an act or omission by the Company constituting the grounds for “Good Reason” in accordance with Section 6(h) hereof has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as such term is used in Section 6(h)) with respect to such Initial Grounds could occur following the expiration of the Term, the term of this Agreement will extend automatically through the date that is thirty (30) days following the expiration of the Cure Period, but such extension of the term will only apply with respect to the Initial Grounds. If Executive becomes entitled to benefits under Section 3 during the term of this Agreement, the Agreement will not terminate until all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2.Severance Benefits.

(a)Termination without Cause Outside of the Change of Control Period. If the Company terminates Executive’s employment with the Company without Cause (and not by reason of Executive’s death or Disability), and such termination occurs outside of the Change of Control Period, then subject to Section 4, Executive will receive the following:

(i)Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation (if any), expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements when legally required.

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(ii)Severance Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to fifty percent (50%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date.

(iii)COBRA Payment. The Company will provide to Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by six (6), which payment will be made regardless of whether Executive elects COBRA continuation coverage (the “COBRA Payment”). For the avoidance of doubt, the COBRA Payment may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.

(b)Termination without Cause or Resignation for Good Reason During the Change of Control Period. If the Company terminates Executive’s employment with the Company without Cause (and not by reason of Executive’s death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change of Control Period, then subject to Section 4, Executive will receive the following:

(i)Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation (if any), expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements when legally required.

(ii)Severance Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to seventy-five percent (75%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then Executive’s annual base salary in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change of Control.

(iii)Bonus Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to seventy-five percent (75%) of Executive’s annual bonus for the year of termination at target level as in effect immediately prior to Executive’s termination date (and for purposes of clarification, if Executive’s annual bonus target is expressed as a percentage of Executive’s annual base salary and Executive’s termination is due to a resignation for Good Reason based on a material reduction in base salary, then the payment to be made pursuant to this section will be calculated based on Executive’s annual base salary in effect immediately prior to such reduction), or, if greater, at the level in effect immediately prior to the Change of Control.

(iv)COBRA Payment. The Company will provide to Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by nine (9), which payment will be made regardless of whether Executive elects COBRA continuation coverage (the “Change of Control COBRA Payment”). For the avoidance of doubt, the Change of Control COBRA Payment may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.

(v)Accelerated Vesting of Equity Awards. Fifty percent (50%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full and in the case of stock options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than one hundred percent (100%) of the shares subject to the outstanding portion of the Equity Awards may vest and become exercisable under this provision). In the case of Equity Awards with performance-based vesting, all performance goals and other vesting criteria will be treated as set forth in Executive’s Equity Award agreement governing such Equity Award. For the avoidance of doubt, if the Company terminates Executive’s employment with the Company without Cause (and not by reason of Executive’s death or Disability) or if Executive resigns from such employment for Good Reason prior to a Change of Control, then any unvested portion of Executive’s outstanding Equity Awards will remain outstanding for three (3) months or the occurrence of a Change of Control (whichever is earlier) so that any acceleration benefits can be provided if a Change of Control occurs within three (3) months following such termination (provided that in no event will the Equity Awards remain outstanding beyond the Equity Award’s maximum term or expiration date). In such

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case, if no Change of Control occurs within three (3) months following Executive’s termination, any unvested portion of Executive’s Equity Awards automatically will be forfeited without having vested.

(c)Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason during the Change of Control Period) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company (if any).

(d)Disability; Death. If the Company terminates Executive’s employment as a result of Executive’s Disability, or Executive’s employment terminates due to Executive’s death, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company (if any).

(e)Exclusive Remedy. In the event of a termination of Executive employment as set forth in Section 3(a) or Section 3(b) of this Agreement, the provisions of Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company otherwise may be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will be entitled to no benefits, compensation or other payments or rights upon a termination of employment other than those benefits expressly set forth in Section 3 of this Agreement. For the avoidance of doubt, the payments and benefits under Section 3(b) of this Agreement are in place of and not in addition to, any payments to which Executive may have become entitled under Section 3(a) of this Agreement. To the extent Executive received or began receiving payment under Section 3(a) of this Agreement, and, due to a Change of Control, becomes eligible for payments under Section 3(b) of this Agreement, the payments previously made under Section 3(a) of this Agreement will be deemed to have been made under Section 3(b) of this Agreement.

3.Conditions to Receipt of Severance; No Duty to Mitigate

(a)Release of Claims Agreement. The receipt of any severance payments or benefits (other than the accrued benefits set forth in Section 3(a)(i) or Section 3(b)(i)) pursuant to this Agreement is subject to Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, restrictive covenants (which may include non-solicit or non-competition provisions as permitted by law), and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”). Any severance payments or benefits under this Agreement will be paid on the first regular payroll pay day following the Release Deadline, or, if later, (A) with respect to the benefits provided in Section 3(b)(ii), 3(b)(iii), 3(b)(iv) or 3(b)(v) and in each case, to the extent not already provided under Section 3(a), if the Executive’s termination date occurs within the Change of Control Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control or (B) such time as required by Section 4(c)(iii), except that the acceleration of vesting of Equity Awards not subject to Section 409A will become effective on the tenth (10th) day following the date the Release becomes effective and irrevocable (the “Release Effective Date”) and the acceleration of vesting of Equity Awards subject to Section 409A will become effective on the Release Deadline, or, in either event, if later, with respect to the benefits provided in Section 3(b)(v), if Executive’s termination date occurs within the Change of Control Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control. If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any right to severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable.

(b)Confidential Information and Invention Assignment Agreements. Executive’s receipt of any payments or benefits under Section 3 (other than the accrued benefits set forth in Section 3(a)(i) or Section 3(b)(i)) will be subject to Executive continuing to comply with the terms of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between the Company and Executive, as such agreement may be amended from time to time.

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(c)Section 409A.

(i)Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payments.

(ii)It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below.

(iii)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.

(iv)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above.

(v)Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above.

(vi)The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

4.Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

(a)delivered in full, or

(b)delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code,

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whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (ii) cancellation of Equity Awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G (if two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis); (iii) reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted Equity Awards will be cancelled first and if more than one Equity Award was made to Executive on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata) unless Executive elects in writing a different order for cancellation; and (iv) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of payment reductions.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.

5.Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

(a)Cause. “Cause” means the occurrence of any of the following: (i) Executive’s conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement; (ii) Executive’s intentional misconduct; (iii) Executive’s material failure to perform his or her employment duties; (iv) Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company, or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; (v) an act of material fraud or dishonesty against the Company or any of its subsidiaries; (vi) Executive’s material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or (vii) Executive’s failure to cooperate with the Company in any investigation or formal proceeding.

The foregoing definition does not in any way limit the Company’s ability to terminate Executive’s employment relationship at any time as provided in Section 2 above, and the term “Company” will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable.

(b)Change of Control. “Change of Control” means the occurrence of any of the following events:

(i)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or

(ii)the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii)the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by

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being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv)a change in the composition of the Board, as a result of which less than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are directors of the Company as of the effective date of this Policy, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors of the Company at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

Notwithstanding the foregoing, a transaction will not be a Change of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for purposes of clarity, a transaction will not constitute a Change of Control if its primary purposes is to: (x) change the state of the Company’s incorporation, or (y) create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(c)Change of Control Period. “Change of Control Period” means the period beginning six (6) months prior to, and ending twelve (12) months following, the first Change of Control to occur after the Effective Date.

(d)COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(e)Code. “Code” means the Internal Revenue Code of 1986, as amended.

(f)Disability. “Disability” means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time Executive’s termination, in which case, the determination of disability under such plan also will be considered “Disability” for purposes of this Agreement.

(g)Equity Awards. “Equity Awards” means Executive’s outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

(h)Good Reason. “Good Reason” means Executive’s termination of his or her employment in accordance with the next sentence after the occurrence of one or more of the following events without Executive’s express written consent: (i) a material reduction of Executive’s duties, authorities, or responsibilities relative to Executive’s duties, authorities, or responsibilities in effect immediately prior to such reduction; (ii) a material reduction by the Company in Executive’s rate of annual base salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company will not constitute “Good Reason”; (iii) a material change in the geographic location of Executive’s primary work facility or location; provided, that a relocation of less than thirty-five (35) miles from Executive’s then present location will not be considered a material change in geographic location; or (iv) the failure of the Company to obtain from any successor or transferee of the Company an express written and unconditional assumption of the Company’s obligations to Executive under this Agreement. In order for Executive’s termination of his or her employment to be for Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a cure period of thirty (30) days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and Executive must terminate his or her employment within thirty (30) days following the Cure Period.

(i)Section 409A Limit. “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the

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maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

6.Successors.

(a)The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.

(b)Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7.Notice.

(a)General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when sent electronically or personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a private courier service such as UPS, DHL or Federal Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail address of the Chief Executive Officer and the General Counsel and mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its Chief Executive Officer and General Counsel.

(b)Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 8(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than ninety (90) days after the giving of such notice).

8.Resignation. Upon the termination of Executive’s employment for any reason, Executive will be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any further required action by Executive, as of the end of Executive’s employment and Executive, at the Board’s request, will execute any documents reasonably necessary to reflect Executive’s resignation.

9.Arbitration.

(a)Arbitration. In consideration of Executive’s employment with the Company, its promise to arbitrate all employment-related disputes, and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s employment with the Company or termination thereof, including any breach of this Agreement, shall be resolved by a neutral arbitrator through final and binding arbitration and not by way of a court or jury trial. This agreement to arbitrate is governed by the Federal Arbitration Act (“FAA”). If the FAA is found not to apply, then this agreement to arbitrate is enforceable under the laws of the state where the Executive resides. Nothing in this agreement to arbitrate modifies the Executive’s at-will employment.

(b)Dispute Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit

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Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, claims of discrimination and wrongful termination, and any statutory or common law claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive. Notwithstanding the foregoing, this agreement to Arbitrate does not require the Executive to arbitrate any claims that may not be subject to pre-dispute arbitration agreements as a matter of law, including claims relating to a sexual harassment or sexual assault dispute that arise or accrue after March 3, 2022. The Executive acknowledges, however, that although arbitration of such claims is not required, the Executive may agree to submit any such claims to binding arbitration pursuant to this section.

(c)Procedure. Executive agrees that any arbitration will be administered by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator will have the power to award any remedies available under applicable law, and the arbitrator will award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive will pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator will administer and conduct any arbitration in accordance with the law of the state where Executive resides and that the arbitrator will apply substantive and procedural law of the state where Executive resides to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with the law of state where Executive resides, the law of the state where Executive resides will take precedence. The decision of the arbitrator will be in writing. Any arbitration under this Agreement will be conducted in the county where Executive resides.

(d)Remedy. Except as provided by the Act, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

(e)Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

(f)Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

10.Miscellaneous Provisions.

(a)No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source.

(b)Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

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(c)Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(d)Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. Accordingly, by executing this Agreement and both during and following the Term, Executive hereby forfeits and waives any rights to severance or change of control benefits set forth in any employment agreement, offer letter and/or Equity Award agreement, except as set forth in this Agreement. For purposes of clarification, following the Term, Executive will not be eligible to receive severance or change of control benefits set forth in any employment agreement, offer letter and/or Equity Award agreement. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.

(e)Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the state where Executive resides (with the exception of its conflict of laws provisions). Any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) will be commenced or maintained in any state or federal court located in the jurisdiction where Executive resides, and Executive and the Company hereby submit to the jurisdiction and venue of any such court.

(f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.

(g)Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes.

(h)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page to Follow]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

COMPANY	QUOTIENT TECHNOLOGY INC.
	By: /s/ Connie Chen
	Title: General Counsel
	Date: April 29, 2022

EXECUTIVE	By: /s/ John Kellerman
	Title: Chief Accounting Officer
	Date: May 10, 2022

[Signature page of the Change of Control Severance Agreement]

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EX-10.9

Exhibit 10.9

AMENDMENT NO. 2

TO THECHANGE OF CONTROL SEVERANCE AGREEMENT

This Amendment No. 2 (“Amendment”) is entered into as of June 10, 2022 (“Amendment Effective Date”) by and between Quotient Technology, Inc. (“Company”) and Scott Raskin (“Executive”), to amend the Change of Control Severance Agreement by and between Company and Executive effective August 5, 2019, as amended effective as of May 1, 2022 (“Agreement”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that it is in the best interests of the Company to provide enhanced severance benefits to the Executive for three (3) years for retention purposes.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, Company and Executive hereby agree to amend the Agreement as follows:

1.Section 3(a)(ii) is hereby amended to add the following as a last sentence: “In lieu of the foregoing benefits, if Executive’s termination date under this section occurs between June 10, 2022 through and including June 10, 2025 (the “Retention Period”), Executive will receive a lump-sum payment (less applicable withholding taxes) equal to two hundred percent (200%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then Executive’s annual base salary in effect immediately prior to such reduction).”

2.Section 3(a)(iii) is hereby amended to add the following as a last sentence: “In the event that Executive’s termination date occurs during the Retention Period, the number twelve (12) in this Section 3(a)(iii) shall be replaced with the number twenty-four (24).”

3.Section 3(a)(iv) is hereby amended to add the following as a last sentence: “If Executive’s termination date under this section occurs during the Retention Period, however, one hundred percent (100%) of the total number of shares subject to Executive’s then outstanding and unvested Equity Awards subject solely to time-based vesting conditions will vest and become exercisable, as applicable, and the performance stock unit awards granted to Executive on March 1, 2021 and March 1, 2022 shall vest at target level (i.e., 100% of the target number of shares of Company stock underlying such grant). Furthermore, if Executive’s termination date under this Section occurs during the Retention Period, then each outstanding stock option award held by Executive as of the termination date shall be amended as follows: (A) if such stock option has an exercise price that equals or exceeds the closing price of a share of the Company’s common stock as of such termination date, then such stock option shall remain exercisable through the third anniversary of such termination date, and (B) if such stock option does not have an exercise price that equals or exceeds the closing price of a share of the Company’s common stock as of the termination date, then such stock option shall remain exercisable through the earlier to occur of the third anniversary of the termination date and the date on which such option would have expired if Executive’s employment had continued through the full term of such stock option. The parties hereto intend any such modification of any stock option in accordance with this paragraph to comply with the provision of Section 409A

of the Code such that any modifications shall not result in any additional taxes or penalties under Section 409A.”

4.Section 3(a) is hereby amended to add a new Section 3(a)(v) which reads as follows:

(v) Bonus Payment.If Executive’s termination date under this section occurs during the Retention Period, Executive will receive a lump-sum payment (less applicable withholding taxes) equal to two hundred percent (200%) of Executive’s annual bonus for the year of termination at target level as in effect immediately prior to Executive’s termination date (and for purposes of clarification, if Executive’s annual bonus target is expressed as a percentage of Executive’s annual base salary and Executive’s termination is due to a resignation for Good Reason based on a material reduction in base salary, then the payment to be made pursuant to this section will be calculated based on Executive’s annual base salary in effect immediately prior to such reduction).

5.Section 3(b)(ii) is hereby amended to add the following as a last sentence: “In lieu of the foregoing, if Executive termination date under this section occurs during the Retention Period, Executive will receive a lump-sum payment (less applicable withholding taxes) equal to two hundred percent (200%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then Executive’s annual base salary in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change of Control.”

6.Section 3(b)(iii) is hereby amended to add the following as a last sentence: “In lieu of the foregoing, if Executive’s termination date under this section occurs during the Retention Period, Executive will receive a lump-sum payment (less applicable withholding taxes) equal to two hundred percent (200%) of Executive’s annual bonus for the year of termination at target level as in effect immediately prior to Executive’s termination date (and for purposes of clarification, if Executive’s annual bonus target is expressed as a percentage of Executive’s annual base salary and Executive’s termination is due to a resignation for Good Reason based on a material reduction in base salary, then the payment to be made pursuant to this section will be calculated based on Executive’s annual base salary in effect immediately prior to such reduction), or, if greater, at the level in effect immediately prior to the Change of Control.”

7.Section 3(b)(iv) is hereby amended to add the following as a last sentence: “In the event that Executive’s termination date occurs during the Retention Period, the number eighteen (18) in this Section 3(b)(iv) shall be replaced with the number twenty-four (24).”

8.Section 3(b)(v) is hereby amended to add the following as the last two sentences: “Furthermore, if Executive’s termination date under this section occurs during the Retention Period, then each outstanding stock option award held by Executive as of the termination date shall be amended as follows: (A) if such stock option has an exercise price that equals or exceeds the closing price of a share of the Company’s common stock as of such termination date, then such stock option shall remain exercisable through the third anniversary of such termination date, and (B) if such stock option does not have an exercise price that equals or exceeds the closing price of a share of the Company’s common stock as of such termination date, then such stock option shall remain exercisable through the earlier to occur of the third

anniversary of the termination date and the date on which such option would have expired if Executive’s employment had continued through the full term of such stock option. The parties hereto intend any such modification of any stock option in accordance with this paragraph to comply with the provision of Section 409A of the Code such that any modifications shall not result in any additional taxes or penalties under Section 409A.”

Except as specifically provided in this Amendment, the terms and conditions of the Agreement remain in full force and effect. This Amendment may be executed in counterparts, which together will constitute one document and be binding on all of the parties herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the Amendment Effective Date.

EXECUTIVE	QUOTIENT TECHNOLOGY INC.
By: /s/ Scott Raskin	By: /s/ Matt Krepsik
Name: Scott Raskin	Name: Matt Krepsik
Title: President	Title: Chief Executive Officer
Date: June 10, 2022	Date: June 13, 2022

[Signature page of Amendment No. 2 to the Change of Control Severance Agreement]

EX-10.11

Exhibit 10.11

AMENDMENT NO. 3

TO THECHANGE OF CONTROL SEVERANCE AGREEMENT

This Amendment No. 3 (“Amendment”) is entered into as of June 10, 2022 (“Amendment Effective Date”) by and between Quotient Technology, Inc. (“Company”) and Connie Chen (“Executive”), to amend the Change of Control Severance Agreement by and between Company and Executive effective July 26, 2016, as amended effective as of May 1, 2019 and May 1, 2022 (“Agreement”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that it is in the best interests of the Company to provide enhanced severance benefits to the Executive for three (3) years for retention purposes.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, Company and Executive hereby agree to amend the Agreement as follows:

1.Section 3(a)(ii) is hereby amended to add the following as a last sentence: “In lieu of the foregoing benefits, if Executive’s termination date under this section occurs between June 10, 2022 through and including June 10, 2025 (the “Retention Period”), Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one hundred fifty percent (150%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date.”

2.Section 3(a)(iii) is hereby amended to add the following as a last sentence: “In the event that Executive’s termination date occurs during the Retention Period, the number nine (9) shall be replaced with the number eighteen (18).”

3.Section 3(a) is hereby amended to add a new Section 3(a)(iv) which reads as follows:

(iv) Accelerated Vesting of Equity Awards. If Executive’s termination date under this section occurs during the Retention Period, fifty percent (50%) of the total number of shares subject to Executive’s then outstanding and unvested Equity Awards subject solely to time-based vesting conditions will vest and become exercisable, as applicable.

4.Section 3(a) is hereby amended to add a new Section 3(a)(v) which reads as follows:

(v) Bonus Payment.If Executive’s termination date under this section occurs during the Retention Period, Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one hundred fifty percent (150%) of Executive’s annual bonus for the year of termination at target level as in effect immediately prior to Executive’s termination date.

5.Section 3(b)(ii) is hereby amended to add the following as a last sentence: “In lieu of the foregoing, if Executive’s termination date under this section occurs during the Retention Period, Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one

    1

hundred fifty percent (150%) of Executive’s annual base salary as in effect immediately prior to Executive’s termination date (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then Executive’s annual base salary in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change of Control.”

6.Section 3(b)(iii) is hereby amended to add the following as a last sentence: “In lieu of the foregoing, if Executive’s termination date under this section occurs during the Retention Period, Executive will receive a lump-sum payment (less applicable withholding taxes) equal to one hundred fifty percent (150%) of Executive’s annual bonus for the year of termination at target level as in effect immediately prior to Executive’s termination date (and for purposes of clarification, if Executive’s annual bonus target is expressed as a percentage of Executive’s annual base salary and Executive’s termination is due to a resignation for Good Reason based on a material reduction in base salary, then the payment to be made pursuant to this section will be calculated based on Executive’s annual base salary in effect immediately prior to such reduction), or, if greater, at the level in effect immediately prior to the Change of Control.”

7.Section 3(b)(iv) is hereby amended to add the following as a last sentence: “In the event that Executive’s termination date occurs during the Retention Period, the number twelve (12) shall be replaced with the number eighteen (18).”

Except as specifically provided in this Amendment, the terms and conditions of the Agreement remain in full force and effect. This Amendment may be executed in counterparts, which together will constitute one document and be binding on all of the parties herein.

    2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the Amendment Effective Date.

EXECUTIVE	QUOTIENT TECHNOLOGY INC.
By: /s/ Connie Chen	By: /s/ Matt Krepsik
Name: Connie Chen	Name: Matt Krepsik
Title: General Counsel	Title: Chief Executive Officer
Date: June 10, 2022	Date: June 13, 2022

[Signature page of Amendment No. 3 to the Change of Control Severance Agreement]

    3

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matt Krepsik, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Quotient Technology Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Matt Krepsik

Matt Krepsik

Chief Executive Officer

(Principal Executive Officer)

Date: August 9, 2022

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yuneeb Khan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Quotient Technology Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Yuneeb Khan

Yuneeb Khan

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: August 9, 2022

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Quotient Technology Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matt Krepsik, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Matt Krepsik

Matt Krepsik

Chief Executive Officer

(Principal Executive Officer)

Date: August 9, 2022

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Quotient Technology Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuneeb Khan, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Yuneeb Khan

Yuneeb Khan

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: August 9, 2022

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 04, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-36331
Entity Registrant Name	Quotient Technology Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0485123
Entity Address, Address Line One	1260 East Stringham Avenue,
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84106
City Area Code	(650)
Local Phone Number	605-4600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		96,388,540
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001115128
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.00001 par value
Trading Symbol	QUOT
Security Exchange Name	NYSE
Preferred Stock Purchase Rights
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 214,942	$ 237,417
Accounts receivable, net of allowance for credit losses of $3,715 and $2,500 at    June 30, 2022 and December 31, 2021, respectively	97,078	177,216
Prepaid expenses and other current assets	21,227	19,312
Total current assets	333,247	433,945
Property and equipment, net	23,096	22,660
Operating lease right-of-use assets	16,230	23,874
Intangible assets, net	7,781	13,003
Goodwill	128,427	128,427
Other assets	11,904	13,571
Total assets	520,685	635,480
Current liabilities:
Accounts payable	28,062	18,021
Accrued compensation and benefits	14,007	20,223
Other current liabilities	58,450	95,279
Deferred revenues	19,036	26,778
Contingent consideration related to acquisitions	0	22,275
Convertible senior notes, net	199,611	188,786
Total current liabilities	319,166	371,362
Operating lease liabilities	24,075	26,903
Other non-current liabilities	475	522
Deferred tax liabilities	1,991	1,991
Total liabilities	345,707	400,778
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.00001 par value—10,000,000 shares authorized; 250,000 shares designated as Series A Junior Participating Preferred Stock; and no shares    issued or outstanding at June 30, 2022 and December 31, 2021	0	0
Common stock, $0.00001 par value—250,000,000 shares authorized; 96,264,693    and 94,779,442 shares issued and outstanding at June 30, 2022 and    December 31, 2021, respectively	1	1
Additional paid-in capital	703,228	731,672
Accumulated other comprehensive loss	(1,448)	(1,099)
Accumulated deficit	(526,803)	(495,872)
Total stockholders’ equity	174,978	234,702
Total liabilities and stockholders’ equity	$ 520,685	$ 635,480

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Allowance for credit losses accounts	$ 3,715	$ 2,500
Preferred stock, par value (in USD per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per shares)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	96,264,693	94,779,442
Common stock, shares outstanding (in shares)	96,264,693	94,779,442
Series A Junior Participating Preferred Stock
Preferred stock, shares designated as Series A Junior Participating Preferred Stock (in shares)	250,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenues	$ 69,251	$ 123,880	$ 147,707	$ 239,196
Cost of revenues	37,267	82,161	86,345	154,145
Gross profit	31,984	41,719	61,362	85,051
Operating expenses:
Sales and marketing	21,459	28,467	43,395	55,832
Research and development	7,072	11,411	16,828	23,467
General and administrative	42,869	15,009	65,577	27,842
Change in fair value of contingent consideration	0	242	0	527
Total operating expenses	71,400	55,129	125,800	107,668
Loss from operations	(39,416)	(13,410)	(64,438)	(22,617)
Interest expense	(1,179)	(3,767)	(2,333)	(7,497)
Other income (expense), net	(417)	194	(381)	(34)
Loss before income taxes	(41,012)	(16,983)	(67,152)	(30,148)
Provision for income taxes	2,346	218	2,512	467
Net loss	$ (43,358)	$ (17,201)	$ (69,664)	$ (30,615)
Net loss per share, basic (in USD per share)	$ (0.45)	$ (0.18)	$ (0.73)	$ (0.33)
Net loss per share, diluted (in USD per share)	$ (0.45)	$ (0.18)	$ (0.73)	$ (0.33)
Weighted-average number of common shares used in computing net loss per share, basic (in shares)	95,369	93,645	95,148	93,038
Weighted-average number of common shares used in computing net loss per share, diluted (in shares)	95,369	93,645	95,148	93,038

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (43,358)	$ (17,201)	$ (69,664)	$ (30,615)
Other comprehensive income (loss):
Foreign currency translation adjustments	(235)	(90)	(349)	(104)
Comprehensive loss	$ (43,593)	$ (17,291)	$ (70,013)	$ (30,719)

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common stock and additional paid-in capital:	Common stock and additional paid-in capital: Cumulative Effect, Period of Adoption, Adjustment	Accumulated other comprehensive loss:	Accumulated deficit:	Accumulated deficit: Cumulative Effect, Period of Adoption, Adjustment
Beginning balances at Dec. 31, 2020	$ 247,029	$ 698,333		$ (1,001)	$ (450,304)
Stock-based compensation		12,556
Exercise of employee stock options		13,198
Issuance of common stock for services provided		223
Issuance of common stock, purchase plan		1,596
Payments for taxes related to net share settlement of equity awards		(4,110)
Other comprehensive loss	(104)			(104)
Net loss	(30,615)				(30,615)
Ending balance at Jun. 30, 2021	239,772	721,796		(1,105)	(480,919)
Beginning balances at Dec. 31, 2020	247,029	698,333		(1,001)	(450,304)
Ending balance at Dec. 31, 2021	$ 234,702	731,673	$ (49,090)	(1,099)	(495,872)	$ 38,733
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06
Beginning balances at Mar. 31, 2021	$ 250,569	715,301		(1,015)	(463,718)
Stock-based compensation		6,635
Exercise of employee stock options		128
Issuance of common stock, purchase plan		1,596
Payments for taxes related to net share settlement of equity awards		(1,864)
Other comprehensive loss	(90)			(90)
Net loss	(17,201)				(17,201)
Ending balance at Jun. 30, 2021	239,772	721,796		(1,105)	(480,919)
Beginning balances at Dec. 31, 2021	$ 234,702	731,673	(49,090)	(1,099)	(495,872)	38,733
Ending balance at Jan. 01, 2022						38,700
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06
Beginning balances at Dec. 31, 2021	$ 234,702	731,673	$ (49,090)	(1,099)	(495,872)	$ 38,733
Stock-based compensation		23,322
Exercise of employee stock options		0
Issuance of common stock, purchase plan		824
Payments for taxes related to net share settlement of equity awards		(3,500)
Other comprehensive loss	(349)			(349)
Net loss	(69,664)				(69,664)
Ending balance at Jun. 30, 2022	174,978	703,229		(1,448)	(526,803)
Beginning balances at Mar. 31, 2022	202,900	687,558		(1,213)	(483,445)
Stock-based compensation		17,378
Exercise of employee stock options		0
Issuance of common stock, purchase plan		824
Payments for taxes related to net share settlement of equity awards		(2,531)
Other comprehensive loss	(235)			(235)
Net loss	(43,358)				(43,358)
Ending balance at Jun. 30, 2022	$ 174,978	$ 703,229		$ (1,448)	$ (526,803)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (43,358)	$ (17,201)	$ (69,664)	$ (30,615)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization			9,231	17,138
Stock-based compensation			22,869	12,384
Impairment of long-lived and right-of-use assets			11,448	0
Impairment of promotion service right			0	2,580
Amortization of debt discount and issuance cost			548	5,731
Allowance (recovery) for credit losses			1,222	(13)
Deferred income taxes			0	467
Change in fair value of contingent consideration	0	242	0	527
Other non-cash expenses			3,368	1,906
Changes in operating assets and liabilities:
Accounts receivable			78,915	3,431
Prepaid expenses and other assets			(2,031)	2,467
Accounts payable and other liabilities			(28,944)	(1,670)
Payments for contingent consideration and bonuses			(19,008)	(2,901)
Accrued compensation and benefits			(6,283)	119
Deferred revenues			(7,741)	5,950
Net cash (used in) provided by operating activities			(6,070)	17,501
Cash flows from investing activities:
Purchases of property and equipment			(8,161)	(6,426)
Net cash used in investing activities			(8,161)	(6,426)
Cash flows from financing activities:
Proceeds from issuances of common stock under stock plans			824	14,794
Payments for taxes related to net share settlement of equity awards			(3,499)	(4,110)
Principal payments on promissory note and finance lease obligations			(98)	(167)
Payments for contingent consideration			(5,686)	(6,121)
Net cash (used in) provided by financing activities			(8,459)	4,396
Effect of exchange rates on cash and cash equivalents			215	76
Net (decrease) increase in cash and cash equivalents			(22,475)	15,547
Cash and cash equivalents at beginning of period			237,417	222,752	$ 222,752
Cash and cash equivalents at end of period	$ 214,942	$ 238,299	214,942	238,299	$ 237,417
Supplemental disclosures of cash flow information:
Cash paid for income taxes			4,707	114
Cash paid for interest			1,760	1,766
Supplemental disclosures of noncash investing and financing activities:
Fixed asset purchases not yet paid			$ 1,590	$ 548

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Description of Business	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of BusinessQuotient Technology Inc. (together with its subsidiaries, the “Company” or "Quotient"), is an industry leading digital media and promotions technology company that powers cohesive omnichannel brand-building and sales-driving marketing campaigns for advertisers and retailers to influence purchasing decisions throughout a shopper's path to purchase. These marketing campaigns are planned, delivered and measured using our technology platforms and data analytics tool. The Company's network includes the digital properties of retail partners and advertiser customers (also known as consumer packaged goods ("CPG") manufacturers or brands), social media platforms, its consumer brands Coupons.com and Shopmium and digital out-of-home ("DOOH") properties. This network provides the Company with proprietary and licensed data, including retailers’ in-store point-of-sale ("POS") shopper data, purchase intent and online behavior, and location intelligence. With such data powering its platforms, customers and partners use Quotient to leverage consumer data and insights, engage consumers via digital channels, and integrate marketing and merchandising programs to drive measurable sales results and consumer engagement.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 1, 2022, as amended by its subsequent Form 10-K/A, Amendment No. 1, filed on April 29, 2022 (collectively, "Annual Report on Form 10-K").

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022 or for any other period.

There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K, that have had a material impact on its condensed consolidated financial statements and related notes.

Liquidity

The Company has financed its operations and capital expenditures through cash flows from operation as well as from the proceeds of the issuance of convertible senior notes in 2017. As of June 30, 2022 its principal source of liquidity was cash and cash equivalents of $214.9 million, which was held for working capital purposes. The Company's cash equivalents are comprised primarily of money market funds.

In November 2017, the Company issued $200.0 million aggregate principal amount of 1.75% convertible senior notes due December 1, 2022 (the "Maturity Date") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the “Notes”). Refer to Note 8 for further details related to the Notes. Management's plan is to refinance the Notes prior to the Maturity Date. If the Notes are not refinanced prior to the Maturity Date, the Company may not have the ability to meet its obligations as they become due. The Company has engaged in, and continues to engage in, discussions with potential lenders toward the goal of refinancing the Notes. To the extent that current and anticipated future sources of liquidity are insufficient to fund the Company’s future business activities and requirements, the Company may be required to seek additional

equity or debt financing. In the event that future additional financing is required from outside sources beyond those levels currently contemplated, the Company may not be able to raise funding on terms acceptable to it or at all.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, restructuring accruals, legal contingencies, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"). The guidance simplifies an issuer's accounting for convertible debt instruments and its application of the derivatives scope exception for contracts in its own entity. The guidance eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. The Company adopted this standard effective January 1, 2022 using the modified retrospective approach. Therefore, the condensed consolidated financial statements for the three and six months ended June 30, 2022 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy.

In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment of $38.7 million to retained earnings on the Company’s condensed consolidated balance sheet as of January 1, 2022. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $50.7 million and issuance costs of $1.6 million from additional paid-in-capital to convertible senior notes, net on the Company’s condensed consolidated balance sheet as of January 1, 2022. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since the bifurcation of the instrument into two units of account is no longer required under the new standard. Under the new guidance, the Company will no longer incur interest expense related to the accretion of the debt discount associated with the embedded conversion option. The Company will use the if-converted method to calculate diluted earnings-per-share (EPS). If the Company makes an irrevocable election to settle the principal of the convertible senior notes in cash and the excess conversion spread in shares, the if-converted method will result in a reduced number of shares issued to reflect only the excess conversion. Since the Company had a net loss for the three and six months ended June 30, 2022, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06.

Revenue Recognition

The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company provides digital promotions, including digital coupons, and/or media programs to its customers, which consist of advertisers, retail partners and advertising agencies. The Company uses its proprietary technology platforms to create, target, deliver and analyze these programs for customers. The Company typically generates revenue, derived from customer use of these programs, on a cost-per-click, cost-per-impression, or cost-per-acquisition basis, and customers are typically billed monthly. Duration-based campaigns are generally billed prior to campaign launch.

The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumer's action of activating a digital promotion through the Company’s proprietary technology platforms by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur.

The Company also has a duration-based National Promotions offering, as part of its National Promotion business. This offering provides advertisers access to the Company’s proprietary platforms for a specific period of time (the campaign period) in exchange for a fixed fee. The Company provides a single service consisting of making the advertiser’s promotions available for use on its network each day during the campaign period, which generally is between seven and twenty-eight days. The Company has a stand-ready performance obligation that is satisfied over time; therefore, the Company recognizes revenue ratably over the campaign period.

The Company’s media programs enable advertisers and retailers to distribute digital media to promote their brands and products on its retailers’ websites and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites.  

Gross Versus Net Revenue Reporting

In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., reporting revenues on a gross basis) or agent (i.e., reporting revenues on a net basis). The Company typically reports digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis; that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, by its being the party primarily responsible to its customers, and by its having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these.

In other cases (e.g., sponsored search and DOOH offerings), the Company reports revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on real-time digital advertising inventory, use of data, and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it is an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices.

The Company also offers retailer-specific promotion and media campaign solutions (either, or both, also known as "shopper" offerings). The Company has determined that it is an agent in these arrangements as the customer (i.e., the retailer) controls the delivery of shopper promotion and media programs on its website and sets the pricing. The Company’s obligation in these arrangements is to provide use of its platforms to the retailers. The retailer determines how shopper promotions and media programs are executed through the Company’s platforms. Under these arrangements, the Company reports revenue on a net basis.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling-price basis. The Company determines its best estimate of standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and the characteristics of targeted customers.

Deferred Revenues

Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or upon delivery of media impressions, or upon campaign duration, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The decrease of $7.7 million in the deferred revenue balance for the six months ended June 30, 2022 is due to $31.7 million of recognized revenue, partially offset by cash payments of $24.0 million received or due in advance of satisfying the Company’s performance obligations, including $3.0 million which the Company determined should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods.

The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States.

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Promotion	$	42,605	$	59,576	$	92,767	$	129,190
Media	26,646		64,304		54,940		110,006
Total Revenue	$	69,251	$	123,880	$	147,707	$	239,196

 Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed.

Sales Commissions

The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded in sales and marketing expenses within the condensed consolidated statements of operations.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands):

	June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	105,118	—		—		$	105,118
Total	$	105,118	$	—	$	—	$	105,118
Liabilities:
Contingent consideration related to acquisitions	—		—		—		—
Total	$	—	$	—	$	—	$	—

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	105,004	—		—		$	105,004
Total	$	105,004	$	—	$	—	$	105,004
Liabilities:
Contingent consideration related to acquisitions	—		—		22,275		22,275
Total	$	—	$	—	$	22,275	$	22,275

The valuation technique used to measure the fair value of money market funds includes using quoted prices in active markets. The money market funds have a fixed net asset value of $1.0.

The contingent consideration relates to the acquisitions of Elevaate Ltd. (“Elevaate”) and Ubimo Ltd. (“Ubimo”). The fair values of contingent consideration are based on the expected achievement of certain revenue targets as defined under the acquisition agreements and were estimated using an option pricing method with significant inputs that are not observable in the market, thus classified as a Level 3 instrument. The inputs included the expected achievement of certain financial metrics over the contingent consideration period, volatility and discount rate. The fair value of the contingent consideration is classified as a liability and is re-measured each reporting period. Refer to Note 6 for further details related to the acquisitions.

The following table represents the change in the contingent consideration (in thousands):

	Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
	Ubimo		Elevaate		Ubimo		Elevaate
	Level 3		Level 3		Level 3		Level 3
Balance at the beginning of period	$	—	$	—	$	22,275	$	—
Change in fair value during the period	—		—		—		—
Payments made during the period	—		—		(22,275)		—
Total	$	—	$	—	$	—	$	—

	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	Ubimo		Elevaate		Ubimo		Elevaate
	Level 3		Level 3		Level 3		Level 3
Balance at the beginning of period	$	21,168	$	8,571	$	20,930	$	8,524
Change in fair value during the period	242		—		480		47
Payments made during the period	—		(8,571)		—		(8,571)
Total	$	21,410	$	—	$	21,410	$	—

The Company recorded a charge of zero during the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively, for the re-measurement of the fair values of contingent consideration related to acquisitions, as a component of operating expenses in the accompanying condensed consolidated statements of operations.

During the six months ended June 30, 2022, the Company paid $22.3 million related to Ubimo's achievement of financial metrics subject to contingent consideration during the measurement period ending December 31, 2021, and as a result, no liability existed as of June 30, 2022. Out of the total consideration paid, $5.7 million was originally measured and recorded on the acquisition date, and $16.6 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the condensed consolidated statements of operations.

Fair Value Measurements of Other Financial Instruments

As of June 30, 2022 and December 31, 2021, the fair value of the Company’s 1.75% convertible senior notes due 2022 was $191.6 million and $193.8 million, respectively. The fair value was determined based on a quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period. Accordingly, these convertible senior notes are classified within Level 2 in the fair value hierarchy. Refer to Note 8 for additional information related to the Company’s convertible debt.

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Allowance for Credit Losses

6 Months Ended

Jun. 30, 2022

Credit Loss [Abstract]

Allowance for Credit Losses

Allowance for Credit Losses  

The summary of activity in the allowance for credit losses is as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Balance at the beginning of period	$	2,106	$	1,947	$	2,500	$	2,070
Provision for expected credit losses	1,736		392		1,856		585
Write-offs charged against the allowance, net of recoveries	(127)		(377)		(641)		(693)
Balance at the end of period	$	3,715	$	1,962	$	3,715	$	1,962

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Balance Sheet Components

6 Months Ended

Jun. 30, 2022

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Balance Sheet Components

Property and Equipment, Net

Property and equipment consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Software	$	62,170	$	51,093
Computer equipment	24,324		23,696
Leasehold improvements	5,759		8,362
Furniture and fixtures	2,279		2,552
Total	94,532		85,703
Accumulated depreciation and amortization	(71,515)		(68,052)
Projects in process	79		5,009
Total property and equipment, net	$	23,096	$	22,660

Depreciation and amortization expense related to property and equipment was $2.1 million and $4.0 million for the three and six months ended June 30, 2022, respectively, and $1.5 million and $3.5 million for the three and six months ended June 30, 2021, respectively.

The Company capitalized internal use software development and enhancement costs of $5.7 million and $8.2 million during the three and six months ended June 30, 2022, respectively, and $2.1 million and $4.4 million during the three and six months ended June 30, 2021, respectively. During the three and six months ended June 30, 2022, the Company had $1.3 million and $2.3 million, respectively, and $0.7 million and $1.8 million during the three and six months ended June 30, 2021, respectively, in amortization expense related to internal use software, which is included in property and equipment depreciation and amortization expense, and which is recorded as cost of revenues. Once the software is placed into service, the asset is included in software within "property and equipment, net". The unamortized capitalized development costs were $16.0 million and $11.6 million as of June 30, 2022 and December 31, 2021, respectively.

During the second quarter of 2022, the Company performed an interim assessment of its long-lived assets to determine if any indicators of impairment existed. In performing its assessment, the Company determined that there were changes in circumstances that indicated that the carrying amount of a long-lived asset group was not recoverable. During the three and six months ended June 30, 2022, the Company recorded an impairment charge of $1.4 million related to capitalized software.

Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Bonus	$	4,956	$	9,045
Payroll and related expenses	4,893		4,253
Commissions	2,918		5,838
Vacation	1,240		1,087
Total accrued compensation and benefits	$	14,007	$	20,223

Other Current Liabilities  

Other current liabilities consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Distribution fees	$	23,609	$	46,313
Operating lease liabilities	5,709		4,935
Traffic acquisition cost	4,937		12,033
Liability related to litigation settlements	4,750		—
Prefunded liability	3,606		4,782
Rebate liability	1,439		2,444
Interest payable	292		292
Marketing expenses	94		636
Deferred cost related to a retailer agreement	—		8,000
Other	14,014		15,844
Total other current liabilities	$	58,450	$	95,279

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Acquisitions

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

Acquisition of Ubimo

On November 19, 2019, the Company acquired all outstanding shares of Ubimo, a leading data and media activation company.

The total acquisition consideration of $20.7 million consisted of $15.0 million in cash and contingent consideration of up to $24.8 million payable in cash with an estimated fair value of $5.7 million as of the acquisition date. The contingent consideration payout was based on Ubimo achieving certain financial metrics between the date of the acquisition through December 31, 2021. The acquisition date fair value was determined using an option pricing model. As of December 31, 2021, the date that the contingent consideration period ended, Ubimo achieved certain financial metrics. During the six months ended June 30, 2022, the Company paid $24.7 million, of which $22.3 million related to contingent consideration and $2.4 million related to certain bonuses; and as a result, no liability existed as of June 30, 2022. Of the total $24.7 million that was paid, $5.7 million was classified within financing activity and the remaining $19.0 million was classified within operating activity on the Company's condensed consolidated statements of cash flows.

Acquisition of Elevaate

On October 26, 2018, the Company acquired all the outstanding shares of Elevaate, a sponsored search company for retail partners and CPG brands.

The total acquisition consideration of $13.3 million consisted of $7.2 million in cash and contingent consideration of up to $18.5 million payable in cash with an estimated fair value of $6.1 million as of the acquisition date. The contingent consideration payout was based on Elevaate achieving certain financial metrics between February 1, 2019 through January 31, 2021. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration was re-measured every reporting period. As of January 31, 2021, the date that the contingent consideration period ended, Elevaate achieved certain financial metrics. During the year ended December 31, 2021, the Company paid $9.0 million, of which $8.6 million related to contingent consideration and $0.4 million related to certain bonuses; and, as a result, no liability existed as of December 31, 2021. Of the total $9.0 million that was paid, $6.1 million was classified within financing activity and the remaining $2.9 million was classified within operating activity on the Company's consolidated statements of cash flows.

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Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands):  

	June 30, 2022
	Gross		Accumulated Amortization		Net		Weighted Average Amortization Period (Years)
Media service rights	$	35,582	$	(34,486)	$	1,096	0.3
Developed technologies	27,170		(23,772)		3,398		1.3
Promotion service rights	24,426		(24,174)		252		0.2
Customer relationships	22,690		(20,019)		2,671		1.9
Data access rights	10,206		(10,206)		—		0.0
Domain names	5,948		(5,596)		352		0.0
Trade names	2,823		(2,823)		—		0.0
Vendor relationships	2,510		(2,510)		—		0.0
Patents	975		(963)		12		0.3
Registered users	420		(420)		—		0.0
	$	132,750	$	(124,969)	$	7,781	1.3

	December 31, 2021
	Gross		Accumulated Amortization		Net		Weighted Average Amortization Period (Years)
Media service rights	$	35,582	$	(32,282)	$	3,300	0.7
Developed technologies	27,170		(22,235)		4,935		1.7
Promotion service rights	24,426		(23,419)		1,007		0.6
Customer relationships	22,690		(19,311)		3,379		2.4
Data access rights	10,206		(10,206)		—		0.0
Domain names	5,948		(5,596)		352		0.0
Trade names	2,823		(2,823)		—		0.0
Vendor relationships	2,510		(2,510)		—		0.0
Patents	975		(945)		30		0.8
Registered users	420		(420)		—		0.0
	$	132,750	$	(119,747)	$	13,003	1.5

As of June 30, 2022 and December 31, 2021, the Company has a domain name with a gross value of $0.4 million with an indefinite useful life that is not subject to amortization.

Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. Amortization expense related to intangible assets subject to amortization was $2.6 million and $5.2 million during the three and six months ended June 30, 2022, respectively, and $6.2 million and $13.6 million during the three and six months ended June 30, 2021, respectively. Estimated future amortization expense related to intangible assets as of June 30, 2022 is as follows (in thousands):    

	Total
2022, remaining six months	$	3,287
2023	3,583
2024	559
2025	—
2026	—
2027 and beyond	—
Total estimated amortization expense	$	7,429

 As of June 30, 2022, the Company performed an analysis of the impact of recent events, including business and market disruption, on the fair values of its intangible assets, and determined that an impairment does not exist. However, there can be no assurance that intangible assets will not be impaired in future periods, and the Company will continue to monitor its operating results, cash flow forecasts and challenges from declines in current market conditions, as well as impacts of COVID-19, for future determinations regarding these intangible assets.

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Debt Obligations

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt Obligations

Debt Obligations

2017 Convertible Senior Notes

In November 2017, the Company issued and sold $200.0 million aggregate principal amount of 1.75% convertible senior notes due December 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “notes”). The notes are unsecured obligations of the Company and bear interest at a fixed rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. The total net proceeds from the debt offering, after deducting transaction costs, were approximately $193.8 million.  

The conversion rate for the notes is initially 57.6037 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $17.36 per share of common stock, subject to adjustment upon the occurrence of specified events.

Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 1, 2022, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company intends to settle the principal amount of the notes with cash.

The Company may not redeem the notes prior to December 5, 2020. It may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days preceding the date on which it provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.

If the Company undergoes a fundamental change prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to

100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In accounting for the issuance of the notes, prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the notes into liability and equity components. The carrying amount of the liability component of $149.3 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component of $50.7 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was amortized to interest expense over the term of the notes at an effective interest rate of 5.8%.

Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company allocated the total debt issuance costs incurred of $6.2 million to the liability and equity components of the notes in proportion to the respective values. Issuance costs attributable to the liability component of $4.6 million were amortized to interest expense using the effective interest method over the contractual terms of the notes. Issuance costs attributable to the equity component of $1.6 million were netted with the equity component in additional paid-in capital.

Subsequent to the adoption of ASU 2020-06 on January 1, 2022, which the Company elected to adopt using the modified retrospective method, the Company removed the impact of recognizing the equity component of the notes (at issuance and subsequent accounting impact of additional interest expense from debt discount amortization). The cumulative effect of the accounting change as of January 1, 2022 was an increase to the carrying amount of the convertible notes of $10.4 million, an increase to beginning retained earnings of $38.7 million, and a reduction to additional paid-in capital of $49.1 million.

The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands):

	June 30, 2022		December 31, 2021
Principal	$	200,000	$	200,000
Unamortized debt discount	—		(10,358)
Unamortized debt issuance costs	(389)		(856)
Net carrying amount of the liability component	$	199,611	$	188,786

The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Contractual interest expense	$	875	$	875	$	1,750	$	1,750
Amortization of debt discount	—		2,653		—		5,267
Amortization of debt issuance costs	233		232		466		464
Total interest expense related to the Notes	$	1,108	$	3,760	$	2,216	$	7,481

ABL Credit Agreement

On November 17, 2021, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Loan, Guaranty and Security Agreement (the "ABL Credit Agreement") with Bank of America, N.A., a national banking association, and certain other financial institutions from time to time that may become parties to the agreement (the "Lenders").

The ABL Credit Agreement provides for an asset-based revolving credit facility (the "ABL Facility") for available borrowings up to $100.0 million with the actual amount dependent on a "borrowing base" number consisting of the sum of various categories of eligible accounts receivable (the lesser of such number and $100.0 million, the "Line Cap"). The ABL Facility matures and all outstanding amounts, if any, become due and payable on November 17, 2026 ("fixed ABL maturity date"), except that the maturity date shall be accelerated to the date that is 91 days prior to the maturity of the Company’s outstanding 1.75% Convertible Senior Notes due 2022

(the “Notes”), unless (i) the Notes are repaid in full or converted to equity at least 91 days prior to the maturity of the Notes, (ii) the Notes are refinanced and/or extended to a maturity date that is at least 91 days after the fixed ABL maturity date, or (iii) during the 91 day period prior, the Company has sufficient cash to repay the Notes in full, the Company meets a certain liquidity test after giving pro forma effect to the repayment to the Notes, and there is no event of default under the ABL Facility. The commitments of the Lenders under the ABL Facility will terminate and outstanding borrowings under the ABL Facility will mature on the fifth anniversary of the closing of the ABL Facility or sooner as described above.

The ABL Credit Agreement includes conditions to borrowings, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. In the event of default, all obligations will be automatically due and payable and all commitments will terminate. The ABL Credit Agreement requires the Company to maintain a minimum fixed charge coverage ratio at all times. The ABL Credit Agreement limits the Company’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on any assets, pay dividends or make certain restricted payments, consummate certain assets sales and merge, consolidate and/or sell or dispose of certain assets. The ABL Credit Agreement also requires that if the Company's Excess Availability (defined as the Line Cap less borrowed amounts or issued letters of credit) is less than the greater of (i) the Line Cap and (ii) $10.0 million, the Company will maintain a fixed coverage charge ratio of at least 1.00 to 1.00. In addition, the ABL Credit Agreement includes customary events of default, which may require the Company to pay an additional 2% interest on the outstanding loans under the ABL Credit Agreement. As set forth in the ABL Credit Agreement, borrowings under the ABL Facility initially will bear interest at a rate equal to, for BSBY Loans, the BSBY Rate plus the Applicable Margin or, for Base Rate Loans, the Base Rate plus the Applicable Margin. The Applicable Margin is determined based on average daily borrowing availability. As of June 30, 2022, there were no borrowings or repayments under the ABL Facility.

As of June 30, 2022, the Company was not in compliance with the above covenants; however, on August 5, 2022, the Company entered into a First Amendment and Limited Waiver to Loan, Guaranty and Security Agreement (the "First Amendment"). Pursuant to the First Amendment, the Company was provided a waiver of a covenant violation for the quarter ended June 30, 2022. In addition, the terms of the ABL Facility were amended to reduce the aggregate value of the credit facility to $50.0 million, modify the fixed charge coverage ratio ("FCCR") covenant conditions for the next three fiscal quarters, revise the springing maturity date, and impose a temporary reduction of $5.0 million in funding available based on the Company's FCCR. Refer to Note 16 for further details.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-based Compensation

2013 Equity Incentive Plan

In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Pursuant to the 2013 Plan, 4,000,000 shares of common stock were initially reserved for grant, plus (1) any shares that were reserved and available for issuance under the 2006 Plan at the time the 2013 Plan became effective, (2) any shares that become available upon forfeiture or repurchase by the Company under the 2006 Plan and (3) any shares added to the 2013 Plan pursuant to the next paragraph.

Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance-based stock units ("PSUs") to employees, directors and consultants. The shares available will be increased at the beginning of each year by the lesser of (i) 4% of outstanding common stock on the last day of the immediately preceding year, or (ii) such number determined by the Board of Directors and subject to additional restrictions relating to the maximum number of shares issuable pursuant to incentive stock options. Under the 2013 Plan, both the incentive stock options (ISOs) and non-qualified stock options (NSOs) are granted at a price per share not less than 100% of the fair market value on the effective date of the grant. The Board of Directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the Board of Directors.

Stock Options

The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions:

	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Expected life (in years)	6.02	0.00	6.02	0.00
Risk-free interest rate	2.96%	—%	2.96%	—%
Volatility	50%	—%	50%	—%
Dividend yield	—	—	—	—

There were no option grants during the three and six months ended June 30, 2021. The weighted-average grant date fair value of options was $2.05 during the three and six months ended June 30, 2022.

Restricted Stock Units and Performance-Based Restricted Stock Units

The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested.

On March 1, 2021, the Company granted a total of 938,831 performance-based restricted stock units (“2021 PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $13.28. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards will vest in three years subject to the achievement of certain operating performance goals, stock performance goals and continued employment. The fair value of the PSU Award was measured using a Monte Carlo simulation. As of June 30, 2022, the Company performed an assessment and determined that the likelihood of achievement of certain operating performance goals was not deemed probable. As such, during the three and six months ended June 30, 2022, no compensation expense was recognized in the Company's condensed consolidated financial statements related to the 2021 PSU Awards. During the three and six months ended June 30, 2021, the Company recorded $1.0 million and $1.4 million, respectively, in compensation expense in its condensed consolidated financial statements related to the 2021 PSU Awards. During the second quarter of 2022, certain of the 2021 PSU Awards were modified in connection with a separation agreement between the Company and its former chief executive officer ("CEO"). Refer to "Stock-based Compensation Expense" below for further details.

On March 1, 2022, (“2022 Grant Date”), the Company granted a total of 1,171,494 performance-based restricted stock units (“2022 PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $4.82, $3.87 and $3.14, for each respective tranche. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards vest subject to the achievement of stock performance goals and the awardee being an employee at the time of vesting. Any unvested portion of the PSU award will be forfeited on the third anniversary of the 2022 Grant Date. The fair value of the PSU Award was measured using a Monte Carlo simulation. During the three and six months ended June 30, 2022, the expense recognized in its condensed consolidated financial statements related to the 2022 PSU Awards was $1.8 million and $2.1 million, respectively. During the second quarter of 2022, certain of the 2022 PSU Awards were modified in connection with a separation agreement between the Company and its former CEO. Refer to "Stock-based Compensation Expense" below for further details.

A summary of the Company’s stock option and RSU, including PSU, award activity under the 2013 Plan is as follows:

		RSUs Outstanding			Options Outstanding
	Shares Available for Grant	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021	10,168,061	5,381,039	$	10.78	6,897,993	$	11.32	4.89	$	1,596
Increase in shares authorized	3,791,177	—	—		—	—		—	—
Options granted	(600,000)	—	—		600,000	4.03		—	—
Options exercised	—	—	—		—	—		—	—
Options canceled or expired	333,023	—	—		(333,023)	$	6.66	—	—
RSUs granted	(3,812,808)	3,812,808	$	4.99	—	—		—	—
RSUs vested	—	(2,122,473)	$	8.87	—	—		—	—
RSUs canceled or expired	1,498,322	(1,498,322)	$	9.66	—	—		—	—
RSUs vested and withheld for taxes	874,945	—	—		—	—		—	—
Balance as of June 30, 2022	12,252,720	5,573,052	$	7.85	7,164,970	$	6.95	4.34	$	—
Vested and exercisable as of June 30, 2022					5,968,311	$	7.14	3.47	$	—

The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock.

The aggregate total fair value of options vested was $1.0 million and $1.9 million during the three and six months ended June 30, 2022 and $1.2 million and $2.6 million during the three and six months ended June 30, 2021, respectively.

Employee Stock Purchase Plan

The Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan (“ESPP”), which became effective in March 2014. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period which is six months in duration, subject to certain limitations. The purchase price of the stock is the lower of 85% of the fair market value on (a) the first day of the offering period or (b) the purchase date.

The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions:

	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Expected life (in years)	0.5	0.5	0.50	0.5
Risk-free interest rate	1.54%	0.03%	0.07% - 1.54%	0.03% - 0.12%
Volatility	65%	75%	60% - 65%	60% - 75%
Dividend yield	—	—	—	—

As of June 30, 2022, a total of 2,639,420 shares of common stock were issued under the ESPP since inception of the plan. As of June 30, 2022, a total of 1,760,580 shares are available for issuance under the ESPP.

Stock-based Compensation Expense

The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenues	$	500	$	401	$	1,032	$	824
Sales and marketing	812		1,181		1,703		2,436
Research and development	674		977		1,641		1,949
General and administrative	15,141		3,981		18,493		7,175
Total stock-based compensation expense	$	17,127	$	6,540	$	22,869	$	12,384

During the quarter ended June 30, 2022, the Company recorded $12.0 million of stock-based compensation expense related to the modification of stock options, RSUs and PSUs granted to the Company's former CEO pursuant to a separation agreement between the Company and its former CEO entered into during the second quarter of 2022. Under the original terms of the grant agreements, the unvested stock options, RSUs and PSUs were to be forfeited upon termination of the former CEO's employment. The separation agreement extended the period over which the vested options can be exercised, repriced certain stock options, and allowed for accelerated vesting of unvested stock options, RSUs and PSUs upon the former CEO's termination of

employment, which occurred on June 29, 2022. The expense is included in general and administrative expense in the Company's condensed consolidated statement of operations. Such modification of these options and awards resulted in a change to deferred tax assets fully offset by a valuation allowance.

As of June 30, 2022, there was $38.4 million of unrecognized stock-based compensation expense, of which $3.6 million is related to stock options and ESPP shares, and $34.8 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP shares as of June 30, 2022 will be amortized over a weighted-average period of 2.16 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2022 will be amortized over a weighted-average period of 2.50 years.

During the three and six months ended June 30, 2022, the Company capitalized $0.3 million and $0.5 million, respectively, and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively, of stock-based compensation expense associated with projects in process and recorded as part of property and equipment, net on the accompanying condensed consolidated balance sheets.

Common Stock Repurchases

The Board of Directors previously approved programs for the Company to repurchase shares of its common stock. In February 2021, the Company’s Board of Directors authorized the Company to repurchase up to $50.0 million of its common stock from February 2021 through February 2022 (the "February 2021 Program"). During the six months ended June 30, 2022, the Company did not repurchase any shares of its common stock, nor did the Company repurchase any of its common stock thereafter. The Company terminated the February 2021 Program prior to its expiration.

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Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe Company recorded a provision for income taxes of $2.3 million and $2.5 million during the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively. The provision for income taxes was primarily attributable to the Company’s foreign operations, amortization of tax deductible goodwill from prior acquisitions, and state taxes.

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Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net loss	$	(43,358)	$	(17,201)	$	(69,664)	$	(30,615)
Weighted-average number of common shares    used in computing net loss per share, basic    and diluted	95,369		93,645		95,148		93,038
Net loss per share, basic and diluted	$	(0.45)	$	(0.18)	$	(0.73)	$	(0.33)

    

The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands):

	Three and Six
	Months Ended June 30,
	2022	2021
Stock options and ESPP	7,222	6,968
Restricted stock units	5,573	5,073
Shares related to convertible senior notes	11,521	11,521
	24,316	23,562

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Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Leases

The Company has entered into operating leases primarily for office facilities. These leases have terms which typically range from 1 year to 10 years, and often include options to renew. These renewal terms can extend the lease term up to 6 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included as operating lease right-of-use assets on the condensed consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term. The present value of the Company’s obligation to make lease payments are included in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets.

The Company has entered into short-term leases primarily for office facilities with an initial term of twelve months or less, and a professional sports team suite with a 20-year term, which it uses for sales and marketing purposes. The effective lease term for the professional sports team suite is based on the cumulative days available for use throughout the 20-year contractual term, which is less than twelve months and therefore is classified as a short-term lease. As of June 30, 2022, the Company’s lease commitment of $5.0 million, relating to the professional sports team suite, expires in 2034, and does not reflect short-term lease costs. These leases are not recorded on the Company's condensed consolidated balance sheet due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements.

 All operating lease expense is recognized on a straight-line basis over the lease term. During the three and six months ended June 30, 2022, the Company recognized $1.3 million and $2.8 million, respectively, in total lease

costs, which is comprised of $1.3 million and $2.7 million, respectively, in operating lease costs for right-of-use assets, and zero and $0.1 million, respectively, in short-term lease costs related to short-term operating leases. During the three and six months ended June 30, 2021, the Company recognized $1.5 million and $3.0 million, respectively, in total lease costs, which is comprised of $1.3 million and $2.6 million, respectively, in operating lease costs for right-of-use assets, and $0.2 million and $0.4 million, respectively, in short-term lease costs related to short-term operating leases.

 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for office facilities which may contain lease and non-lease components which it has elected to be treated as a single lease component due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements.

During the first quarter of 2022, the Company exited occupancy of its leased office space in San Francisco, California. During the second quarter of 2022, the Company exited occupancy of a leased office space in Santa Clara, California, and a portion of its leased office space in New York, New York. The exits of these leased office spaces are intended to align with the Company's continued operational and cost optimization efforts. The Company has the ability and intent to sublease these office spaces for the remainder of the respective lease terms. The Company determined that a triggering event had occurred that required an interim impairment assessment for certain of its long-lived and right-of-use assets.

The Company performed an interim impairment assessment in the first and second quarter of 2022. In measuring the estimated amount of long-lived and right-of-use asset impairment, the Company considered estimated future sublease income including the consideration of local real estate market conditions. The Company also factored the time to identify a tenant and to enter into an agreement. Based on a discounted cash flow analysis, the Company concluded that the carrying value of certain long-lived and right-of-use assets will not be recoverable. As such, during the three and six months ended June 30, 2022, the Company recorded an impairment charge of $3.9 million and $10.0 million, respectively, within general & administrative expenses on its condensed consolidated statements of operations.

Supplemental cash flow information related to operating leases was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cash paid for operating lease liabilities	$	1,651	$	1,193	$	2,981	$	2,143
Right-of-use assets obtained in exchange for    lease obligations	—		—		—		3,942

 Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate):

	June 30, 2022			December 31, 2021
Operating right-of-use assets reported as:
Operating lease right-of-use assets	$	16,230		$	23,874
Operating lease liabilities reported as:
Other current liabilities	$	5,709		$	4,935
Other non-current liabilities	24,075			26,903
Total operating lease liabilities	$	29,784		$	31,838
Weighted average remaining lease term (in years)	5.7			6.2
Weighted average discount rate	5.1		%	5.0		%

Maturities of operating lease liabilities were as follows (in thousands):

	Operating Leases
2022, remaining six months	$	3,681
2023	6,840
2024	6,191
2025	4,799
2026	3,344
2027 and thereafter	9,837
Total lease payments	$	34,692
Less: Imputed Interest	(4,908)
Total	$	29,784

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Purchase Obligations

The Company has unconditional purchase commitments, primarily related to distribution fees, software license fees and marketing services, of $5.6 million as of June 30, 2022.

Some of our agreements with retailers include certain guaranteed distribution fees which, in some cases, may apply to multiple annual periods. If the adoption and usage of our platforms do not meet projections or minimums, these guaranteed distribution fees may not be recoverable and any shortfall may be payable by us at the end of the applicable period. We considered various factors in our assessment including our historical experience with the transaction volumes through the retailer and comparative retailers, ongoing communications with the retailer to increase its marketing efforts to promote the digital platform, as well as the projected revenues, and associated revenue share payments. For example, in 2020, the Company's efforts to implement, with Albertsons, one of the Company’s solutions resulted in multiple disputes being raised by each of the parties against the other, one of which disputes resulted in the Company not being able to meet the contractual minimum at the end of the applicable period under the agreement. In order to resolve certain of the disputes regarding the parties' respective obligations, the Company recognized a loss of $8.8 million during the year ended December 31, 2020. This loss was included in cost of revenues on our consolidated statements of operations.

During the second quarter of 2021, the Company notified Albertsons that due to Albertsons' failure to meet certain obligations under the agreement, the Company is not obligated to meet the contractual minimums for the period that ended in October 2021. In connection with renewal discussions between the parties, the Company received a letter in October 2021 from Albertsons notifying us of their intent to early terminate our agreement related to the delivery of promotions and media campaigns, effective December 31, 2021. The Company informed Albertsons that we disputed their right to terminate the agreement prior to March 31, 2022. On November 16, 2021, the Company notified Albertsons it was terminating the Agreement effective November 18, 2021, due to Albertsons’ failure to cure its material breach of the Agreement. Consistent with its offer, the Company continued to provide certain services past the termination date for the benefit of its CPG customers; and ceased providing the last of such services on February 26, 2022. The parties are currently in litigation, presently having entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. If the contractual minimum applicable to the period that ended in October 2021 is enforceable, the Company may recognize a loss that, depending on a variety of factors, is estimated to be as high as $8.5 million.

Indemnification

In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies, retailers and other third parties. The Company has agreed to hold certain parties harmless against losses arising from claims of intellectual property infringement or other liabilities relating to or arising from our products or services, or other contractual infringement. The term of

these indemnity provisions generally survive termination or expiration of the applicable agreement. To date, the Company has not recorded any liabilities related to these agreements. We also have entered into indemnification agreements with our officers and directors, and our Amended and Restated Bylaws also contain provisions relating to circumstances under which the Company may indemnify certain other parties.

The Company’s founder and former CEO, Steven Boal, is subject to a claim from a third party, alleging that he owes certain amounts to the third party in connection with fundraising activities for Quotient that occurred between 1998 and 2006. (Mr. Boal left the Company for unrelated reasons in June 2022.) The Company agreed to advance certain defense costs, subject to an undertaking to repay such amounts if, and to the extent that, it is ultimately determined that he is not entitled to indemnification. The matter is ongoing. If this matter is resolved in favor of the third party and the Company is required to indemnify Mr. Boal for a loss, the Company may be required to make an indemnity payment. While the Company maintains directors’ and officers’ liability insurance, such insurance may not be applicable or adequate or cover all liabilities that may be incurred.

Litigation

In the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition.

The Company reached a settlement of an existing claim and therefore recorded an accrual as of June 30, 2022. The Company believes that material liabilities associated with other existing claims are remote, and therefore, the Company has not recorded any additional accrual for the other existing claims as of June 30, 2022 and December 31, 2021. The Company expenses legal fees in the period in which they are incurred.

Legal Proceedings

The Company does not list all routine litigation matters with which it is a party. The Company discusses below certain pending matters. In determining whether to discuss a pending matter, the Company considers both quantitative and qualitative factors to assess materiality, such as, among others, the amount of damages alleged and the nature of other relief sought, if specified; its view of the merits of the claims and of the strength of its defenses; and whether the action purports to be, or is, a class action the jurisdiction in which the proceeding is pending.

Catalina Marketing Corp. v. Quotient Technology Inc. On February 24, 2021, Catalina Marketing Corporation filed a complaint in the Florida Circuit Court of the Sixth Judicial District against the Company asserting claims for unlawful and unfair trade practices; tortious interference with business relationship; and tortious interference with prospective business relationship. The complaint alleges that the Company engaged in predatory pricing practices and misleading communications with potential customers in connection with its in-lane coupon solution. The complaint seeks unspecified compensatory and punitive damages and injunctive relief. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that Catalina’s claims lack merit.

Result Marketing Group, Ltd. v. Southeastern Grocers et al. On June 17, 2021, Result Marketing Group, Ltd. (“RMG”) filed a complaint in the U.S. District Court for the Middle District of Florida, against Southeastern Grocers, LLC, Bio-Lo, LLC, Winn-Dixie Stores, Inc. (collectively, "SEG") and the Company. The complaint alleges SEG breached its non-disclosure agreement with RMG by providing the Company with RMG's trade secrets, including the business concept of and "playbook" for a retail media hub. The complaint alleges the Company and SEG misappropriated such trade secrets to develop the SEG Media Hub, and that the Company further misappropriated such trade secrets to develop its "retail performance media platform", which it sells to end users. The complaint further alleges that the Company interfered with RMG's contract and prospective business relationship with SEG. RMG contends that SEG defrauded it of no less than $59 million, and that the Company and SEG are jointly and severally liable for treble damages of no less than $177 million. The complaint seeks compensatory and punitive

damages, a constructive trust, and attorney's fees. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that RMG’s claims lack merit.

Fortis Advisors LLC v. Quotient Technology, Inc. On August 20, 2021, Fortis Advisors LLC, as the SavingStar stockholder representative, ("Fortis") filed a complaint in the Delaware Court of Chancery alleging breach of contract, declaratory judgment, and in the alternative, breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company ceased to make generally available the SavingStar customer relationship management (CRM) business, which would trigger an earnout payment of $8.5 million under the terms of the Agreement and Plan of Merger, dated August 23, 2018, between Quotient Technology Inc. and SavingStar, Inc. While the Company continues to believe the allegations underlying Fortis's complaint lack merit, in June 2022 the parties, without admitting to any liability, reached a settlement for an amount that did not have a material impact on the Company’s future business, operating results, or financial condition.

Albertsons Companies, Inc. v. Quotient Technology, Inc. On November 16, 2021, the Company informed Albertsons Companies, Inc. (“Albertsons”) that, in light of Albertsons' failure to cure its material breach of the Services and Data Agreement ("the Agreement"), it was terminating the Agreement effective November 19, 2021. The Company offered to continue to provide certain services beyond the termination date for the benefit of the CPGs. On November 19, 2021, Albertsons filed a complaint against the Company in the Superior Court of the State of California, County of Santa Clara alleging claims of breach of contract and breach of implied covenant of good faith and fair dealing. The complaint alleges that the Company failed to achieve alleged minimum revenue targets, failed to make certain revenue share payments in the amount of $5.0 million, failed to pay a guaranteed annual minimum payment of $10.0 million under Statement of Work (SOW) No. 5, and improperly terminated the Agreement. On November 22, 2021, consistent with the Company's offer in its November 16, 2021 termination letter, the parties entered into a stipulation, where the Company agreed to sell campaigns through December 15, 2021, and provide services and support for those campaigns through February 26, 2022 so long as Albertsons provided the necessary logistical steps to enable the Company to deliver the services and support. The Company also agreed to support the In-Lane Tool through December 10, 2021. On December 9, 2021, Albertsons filed for a temporary restraining order to prevent the Company from discontinuing its digital-coupon-service or its In-Lane Tool or otherwise refusing to support Albertsons advertising and coupon programs, and for an order to show cause re preliminary injunction. On December 13, 2021, the Court issued an order denying Albertsons’ request for a temporary restraining order and order to show cause re preliminary injunction because, on the basis of the evidence presented by Albertsons, it found that Albertsons was unlikely to prevail on its claims at trial. The parties have entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that Albertsons’ claims lack merit.

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Employee Benefit Plan	6 Months Ended
	Jun. 30, 2022
Retirement Benefits [Abstract]
Employee Benefit Plan	Employee Benefit PlanThe Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement benefits for eligible employees. Eligible employees may elect to contribute to the 401(k) plan. The Company provides a match of up to the lesser of 3% of each employee’s annual salary or $6,000, which vests immediately for employees with tenure of over a year of continuous employment. The Company’s matching contribution expense was $0.6 million and $1.3 million during the three and six months ended June 30, 2022, respectively, and $0.7 million and $1.4 million during the three and six months ended June 30, 2021, respectively.

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Information About Geographic Areas	6 Months Ended
	Jun. 30, 2022
Segments, Geographical Areas [Abstract]
Information About Geographic Areas	Information About Geographic AreasRevenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole.

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Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Restructuring

In July 2022, the Company initiated a workforce reduction plan in connection with its ongoing business transformation efforts. The Company expects to record a restructuring charge of approximately $2.1 million during the three months ended September 30, 2022, primarily relating to severance costs for impacted employees.

ABL Facility Waiver and Amendment

In November 2021, we entered into a Loan, Guaranty, and Security Agreement (the "ABL Credit Agreement") which as of June 30, 2022 provided for an asset-backed revolving credit facility in the aggregate amount of $100.0 million and a sublimit for letters of credit of $10.0 million (the "ABL Facility"). Refer to Note 8 for further details related to the ABL Facility in place as of June 30, 2022.

As of June 30, 2022, the Company was not in compliance with a fixed charge coverage ratio ("FCCR") covenant under the ABL Facility, as determined using the measurement date of June 30, 2022 looking back twelve months (the "June 30, 2022 FCCR Requirement"). On August 5, 2022, the Company entered into a First Amendment and Limited Waiver to Loan, Guaranty and Security Agreement (the "First Amendment"). Pursuant to the First Amendment, the Company received a waiver with respect to the June 30, 2022 FCCR Requirement. Also pursuant to the First Amendment, the terms of the ABL Facility were amended to, among other things, reduce the aggregate value of the credit facility to $50.0 million, modify the FCCR covenant conditions for the next three fiscal quarters, and impose a temporary reduction of $5.0 million in funding available, otherwise known as an availability block, based on the Company's FCCR. Additionally, the ABL Facility originally had a term that provided the lender with the right to terminate the ABL Facility if the Notes are not refinanced prior to September 1, 2022—this date in the amended ABL Facility has been extended to November 1, 2022.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 1, 2022, as amended by its subsequent Form 10-K/A, Amendment No. 1, filed on April 29, 2022 (collectively, "Annual Report on Form 10-K").

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022 or for any other period.

There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K, that have had a material impact on its condensed consolidated financial statements and related notes.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, restructuring accruals, legal contingencies, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"). The guidance simplifies an issuer's accounting for convertible debt instruments and its application of the derivatives scope exception for contracts in its own entity. The guidance eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. The Company adopted this standard effective January 1, 2022 using the modified retrospective approach. Therefore, the condensed consolidated financial statements for the three and six months ended June 30, 2022 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy.

In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment of $38.7 million to retained earnings on the Company’s condensed consolidated balance sheet as of January 1, 2022. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $50.7 million and issuance costs of $1.6 million from additional paid-in-capital to convertible senior notes, net on the Company’s condensed consolidated balance sheet as of January 1, 2022. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since the bifurcation of the instrument into two units of account is no longer required under the new standard. Under the new guidance, the Company will no longer incur interest expense related to the accretion of the debt discount associated with the embedded conversion option. The Company will use the if-converted method to calculate diluted earnings-per-share (EPS). If the Company makes an irrevocable election to settle the principal of the convertible senior notes in cash and the excess conversion spread in shares, the if-converted method will result in a reduced number of shares issued to reflect only the excess conversion. Since the Company had a net loss for the three and six months ended June 30, 2022, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06.

Revenue Recognition

Revenue Recognition

The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company provides digital promotions, including digital coupons, and/or media programs to its customers, which consist of advertisers, retail partners and advertising agencies. The Company uses its proprietary technology platforms to create, target, deliver and analyze these programs for customers. The Company typically generates revenue, derived from customer use of these programs, on a cost-per-click, cost-per-impression, or cost-per-acquisition basis, and customers are typically billed monthly. Duration-based campaigns are generally billed prior to campaign launch.

The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumer's action of activating a digital promotion through the Company’s proprietary technology platforms by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur.

The Company also has a duration-based National Promotions offering, as part of its National Promotion business. This offering provides advertisers access to the Company’s proprietary platforms for a specific period of time (the campaign period) in exchange for a fixed fee. The Company provides a single service consisting of making the advertiser’s promotions available for use on its network each day during the campaign period, which generally is between seven and twenty-eight days. The Company has a stand-ready performance obligation that is satisfied over time; therefore, the Company recognizes revenue ratably over the campaign period.

The Company’s media programs enable advertisers and retailers to distribute digital media to promote their brands and products on its retailers’ websites and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites.  

Gross Versus Net Revenue Reporting

In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., reporting revenues on a gross basis) or agent (i.e., reporting revenues on a net basis). The Company typically reports digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis; that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, by its being the party primarily responsible to its customers, and by its having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these.

In other cases (e.g., sponsored search and DOOH offerings), the Company reports revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on real-time digital advertising inventory, use of data, and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it is an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices.

The Company also offers retailer-specific promotion and media campaign solutions (either, or both, also known as "shopper" offerings). The Company has determined that it is an agent in these arrangements as the customer (i.e., the retailer) controls the delivery of shopper promotion and media programs on its website and sets the pricing. The Company’s obligation in these arrangements is to provide use of its platforms to the retailers. The retailer determines how shopper promotions and media programs are executed through the Company’s platforms. Under these arrangements, the Company reports revenue on a net basis.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling-price basis. The Company determines its best estimate of standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and the characteristics of targeted customers.

Deferred Revenues

Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or upon delivery of media impressions, or upon campaign duration, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The decrease of $7.7 million in the deferred revenue balance for the six months ended June 30, 2022 is due to $31.7 million of recognized revenue, partially offset by cash payments of $24.0 million received or due in advance of satisfying the Company’s performance obligations, including $3.0 million which the Company determined should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods.

The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

 Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed.

Sales Commissions

The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded in sales and marketing expenses within the condensed consolidated statements of operations.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Revenues Disaggregated by Type of Services

The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States.

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Promotion	$	42,605	$	59,576	$	92,767	$	129,190
Media	26,646		64,304		54,940		110,006
Total Revenue	$	69,251	$	123,880	$	147,707	$	239,196

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands):

	June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	105,118	—		—		$	105,118
Total	$	105,118	$	—	$	—	$	105,118
Liabilities:
Contingent consideration related to acquisitions	—		—		—		—
Total	$	—	$	—	$	—	$	—

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	105,004	—		—		$	105,004
Total	$	105,004	$	—	$	—	$	105,004
Liabilities:
Contingent consideration related to acquisitions	—		—		22,275		22,275
Total	$	—	$	—	$	22,275	$	22,275

Summary of Changes in Contingent Consideration

The following table represents the change in the contingent consideration (in thousands):

	Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
	Ubimo		Elevaate		Ubimo		Elevaate
	Level 3		Level 3		Level 3		Level 3
Balance at the beginning of period	$	—	$	—	$	22,275	$	—
Change in fair value during the period	—		—		—		—
Payments made during the period	—		—		(22,275)		—
Total	$	—	$	—	$	—	$	—

	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	Ubimo		Elevaate		Ubimo		Elevaate
	Level 3		Level 3		Level 3		Level 3
Balance at the beginning of period	$	21,168	$	8,571	$	20,930	$	8,524
Change in fair value during the period	242		—		480		47
Payments made during the period	—		(8,571)		—		(8,571)
Total	$	21,410	$	—	$	21,410	$	—

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Allowance for Credit Losses (Tables)

6 Months Ended

Jun. 30, 2022

Credit Loss [Abstract]

Summary of Activity in Allowance for Credit Losses

The summary of activity in the allowance for credit losses is as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Balance at the beginning of period	$	2,106	$	1,947	$	2,500	$	2,070
Provision for expected credit losses	1,736		392		1,856		585
Write-offs charged against the allowance, net of recoveries	(127)		(377)		(641)		(693)
Balance at the end of period	$	3,715	$	1,962	$	3,715	$	1,962

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Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2022

Balance Sheet Related Disclosures [Abstract]

Property and Equipment, Net

Property and equipment consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Software	$	62,170	$	51,093
Computer equipment	24,324		23,696
Leasehold improvements	5,759		8,362
Furniture and fixtures	2,279		2,552
Total	94,532		85,703
Accumulated depreciation and amortization	(71,515)		(68,052)
Projects in process	79		5,009
Total property and equipment, net	$	23,096	$	22,660

Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Bonus	$	4,956	$	9,045
Payroll and related expenses	4,893		4,253
Commissions	2,918		5,838
Vacation	1,240		1,087
Total accrued compensation and benefits	$	14,007	$	20,223

Other Current Liabilities

Other current liabilities consist of the following (in thousands):

	June 30, 2022		December 31, 2021
Distribution fees	$	23,609	$	46,313
Operating lease liabilities	5,709		4,935
Traffic acquisition cost	4,937		12,033
Liability related to litigation settlements	4,750		—
Prefunded liability	3,606		4,782
Rebate liability	1,439		2,444
Interest payable	292		292
Marketing expenses	94		636
Deferred cost related to a retailer agreement	—		8,000
Other	14,014		15,844
Total other current liabilities	$	58,450	$	95,279

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets

The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands):  

	June 30, 2022
	Gross		Accumulated Amortization		Net		Weighted Average Amortization Period (Years)
Media service rights	$	35,582	$	(34,486)	$	1,096	0.3
Developed technologies	27,170		(23,772)		3,398		1.3
Promotion service rights	24,426		(24,174)		252		0.2
Customer relationships	22,690		(20,019)		2,671		1.9
Data access rights	10,206		(10,206)		—		0.0
Domain names	5,948		(5,596)		352		0.0
Trade names	2,823		(2,823)		—		0.0
Vendor relationships	2,510		(2,510)		—		0.0
Patents	975		(963)		12		0.3
Registered users	420		(420)		—		0.0
	$	132,750	$	(124,969)	$	7,781	1.3

	December 31, 2021
	Gross		Accumulated Amortization		Net		Weighted Average Amortization Period (Years)
Media service rights	$	35,582	$	(32,282)	$	3,300	0.7
Developed technologies	27,170		(22,235)		4,935		1.7
Promotion service rights	24,426		(23,419)		1,007		0.6
Customer relationships	22,690		(19,311)		3,379		2.4
Data access rights	10,206		(10,206)		—		0.0
Domain names	5,948		(5,596)		352		0.0
Trade names	2,823		(2,823)		—		0.0
Vendor relationships	2,510		(2,510)		—		0.0
Patents	975		(945)		30		0.8
Registered users	420		(420)		—		0.0
	$	132,750	$	(119,747)	$	13,003	1.5

Estimated Amortization of Intangible Assets

Estimated future amortization expense related to intangible assets as of June 30, 2022 is as follows (in thousands):     

	Total
2022, remaining six months	$	3,287
2023	3,583
2024	559
2025	—
2026	—
2027 and beyond	—
Total estimated amortization expense	$	7,429

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Debt Obligations (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Net Carrying Amount of Liability Component

The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands):

	June 30, 2022		December 31, 2021
Principal	$	200,000	$	200,000
Unamortized debt discount	—		(10,358)
Unamortized debt issuance costs	(389)		(856)
Net carrying amount of the liability component	$	199,611	$	188,786

Schedule of Interest Expense

The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Contractual interest expense	$	875	$	875	$	1,750	$	1,750
Amortization of debt discount	—		2,653		—		5,267
Amortization of debt issuance costs	233		232		466		464
Total interest expense related to the Notes	$	1,108	$	3,760	$	2,216	$	7,481

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Assumptions Used to Estimate the Fair Value of Stock Options

The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions:

	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Expected life (in years)	6.02	0.00	6.02	0.00
Risk-free interest rate	2.96%	—%	2.96%	—%
Volatility	50%	—%	50%	—%
Dividend yield	—	—	—	—

Summary of Stock Option and Restricted Stock Units Award Activity

A summary of the Company’s stock option and RSU, including PSU, award activity under the 2013 Plan is as follows:

		RSUs Outstanding			Options Outstanding
	Shares Available for Grant	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2021	10,168,061	5,381,039	$	10.78	6,897,993	$	11.32	4.89	$	1,596
Increase in shares authorized	3,791,177	—	—		—	—		—	—
Options granted	(600,000)	—	—		600,000	4.03		—	—
Options exercised	—	—	—		—	—		—	—
Options canceled or expired	333,023	—	—		(333,023)	$	6.66	—	—
RSUs granted	(3,812,808)	3,812,808	$	4.99	—	—		—	—
RSUs vested	—	(2,122,473)	$	8.87	—	—		—	—
RSUs canceled or expired	1,498,322	(1,498,322)	$	9.66	—	—		—	—
RSUs vested and withheld for taxes	874,945	—	—		—	—		—	—
Balance as of June 30, 2022	12,252,720	5,573,052	$	7.85	7,164,970	$	6.95	4.34	$	—
Vested and exercisable as of June 30, 2022					5,968,311	$	7.14	3.47	$	—

Summary of Assumptions Used to Estimate the Fair Value of Employee Stock Purchase Plan

The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions:

	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Expected life (in years)	0.5	0.5	0.50	0.5
Risk-free interest rate	1.54%	0.03%	0.07% - 1.54%	0.03% - 0.12%
Volatility	65%	75%	60% - 65%	60% - 75%
Dividend yield	—	—	—	—

Schedule of Stock Based Compensation Expense

The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenues	$	500	$	401	$	1,032	$	824
Sales and marketing	812		1,181		1,703		2,436
Research and development	674		977		1,641		1,949
General and administrative	15,141		3,981		18,493		7,175
Total stock-based compensation expense	$	17,127	$	6,540	$	22,869	$	12,384

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Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net loss	$	(43,358)	$	(17,201)	$	(69,664)	$	(30,615)
Weighted-average number of common shares    used in computing net loss per share, basic    and diluted	95,369		93,645		95,148		93,038
Net loss per share, basic and diluted	$	(0.45)	$	(0.18)	$	(0.73)	$	(0.33)

Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share

The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands):

	Three and Six
	Months Ended June 30,
	2022	2021
Stock options and ESPP	7,222	6,968
Restricted stock units	5,573	5,073
Shares related to convertible senior notes	11,521	11,521
	24,316	23,562

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Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Schedule of Supplemental Cash Flow Information Related to Operating Leases

Supplemental cash flow information related to operating leases was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cash paid for operating lease liabilities	$	1,651	$	1,193	$	2,981	$	2,143
Right-of-use assets obtained in exchange for    lease obligations	—		—		—		3,942

Supplemental Balance Sheet Information Related to Operating Leases

Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate):

	June 30, 2022			December 31, 2021
Operating right-of-use assets reported as:
Operating lease right-of-use assets	$	16,230		$	23,874
Operating lease liabilities reported as:
Other current liabilities	$	5,709		$	4,935
Other non-current liabilities	24,075			26,903
Total operating lease liabilities	$	29,784		$	31,838
Weighted average remaining lease term (in years)	5.7			6.2
Weighted average discount rate	5.1		%	5.0		%

Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities were as follows (in thousands):

	Operating Leases
2022, remaining six months	$	3,681
2023	6,840
2024	6,191
2025	4,799
2026	3,344
2027 and thereafter	9,837
Total lease payments	$	34,692
Less: Imputed Interest	(4,908)
Total	$	29,784

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended		12 Months Ended
	Jan. 01, 2022	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Nov. 17, 2021	Mar. 31, 2021	Dec. 31, 2020	Nov. 30, 2017
Disaggregation of Revenue [Line Items]
Cash and cash equivalents			$ 214,942,000		$ 237,417,000
Debt instrument fixed interest rate per annum						1.75%
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06				Accounting Standards Update 2020-06
Stockholders' equity, retained earnings		$ 202,900,000	174,978,000	$ 239,772,000	$ 234,702,000		$ 250,569,000	$ 247,029,000
Decrease in deferred revenue due to performance obligations			(7,741,000)	5,950,000
Deferred revenue, revenue recognized		3,000,000	31,700,000
Deferred revenue due to performance obligations			24,000,000
Revision of Prior Period, Reclassification, Adjustment
Disaggregation of Revenue [Line Items]
Reclassification to short term debt	$ 50,700,000
Issuance cost	1,600,000
Accumulated deficit:
Disaggregation of Revenue [Line Items]
Stockholders' equity, retained earnings		$ (483,445,000)	(526,803,000)	$ (480,919,000)	(495,872,000)		$ (463,718,000)	$ (450,304,000)
Cumulative Effect, Period of Adoption, Adjustment | Accumulated deficit:
Disaggregation of Revenue [Line Items]
Stockholders' equity, retained earnings	$ 38,700,000				38,733,000
1.75% Convertible Senior Notes Due 2022
Disaggregation of Revenue [Line Items]
Issuance cost			$ 389,000		$ 856,000
1.75% Convertible Senior Notes Due 2022 | Senior Notes
Disaggregation of Revenue [Line Items]
Debt instrument aggregate principal amount									$ 200,000,000
Debt instrument fixed interest rate per annum									1.75%

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Summary of Significant Accounting Policies - Summary of Revenues Disaggregated by Type of Services (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 69,251	$ 123,880	$ 147,707	$ 239,196
Promotion
Disaggregation of Revenue [Line Items]
Revenues	42,605	59,576	92,767	129,190
Media
Disaggregation of Revenue [Line Items]
Revenues	$ 26,646	$ 64,304	$ 54,940	$ 110,006

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Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Assets:
Total assets fair value	$ 105,118	$ 105,004
Liabilities:
Contingent consideration related to acquisitions	0	22,275
Total liabilities fair value	0	22,275
Money market funds
Assets:
Cash equivalents fair value	105,118	105,004
Level 1
Assets:
Total assets fair value	105,118	105,004
Liabilities:
Contingent consideration related to acquisitions	0	0
Total liabilities fair value	0	0
Level 1 | Money market funds
Assets:
Cash equivalents fair value	105,118	105,004
Level 2
Assets:
Total assets fair value	0	0
Liabilities:
Contingent consideration related to acquisitions	0	0
Total liabilities fair value	0	0
Level 2 | Money market funds
Assets:
Cash equivalents fair value	0	0
Level 3
Assets:
Total assets fair value	0	0
Liabilities:
Contingent consideration related to acquisitions	0	22,275
Total liabilities fair value	0	22,275
Level 3 | Money market funds
Assets:
Cash equivalents fair value	$ 0	$ 0

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Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Ubimo
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period	$ 0	$ 21,168	$ 22,275	$ 20,930
Change in fair value during the period	0	242	0	480
Payments made during the period	0	0	(22,275)	0
Total	0	21,410	0	21,410
Elevaate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period	0	8,571	0	8,524
Change in fair value during the period	0	0	0	47
Payments made during the period	0	(8,571)	0	(8,571)
Total	$ 0	$ 0	$ 0	$ 0

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Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Nov. 17, 2021	Nov. 19, 2019	Nov. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Charge related to changes in fair value of contingent consideration	$ 0	$ 200,000	$ 0	$ 500,000
Change in fair value of contingent consideration	0	$ 242,000	0	$ 527,000
Debt instrument fixed interest rate per annum						1.75%
Ubimo
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration paid out			22,300,000
Business Combination, Contingent Consideration, Liability, Noncurrent	0		0				$ 5,700,000
Contingent consideration related to acquisitions	5,700,000		5,700,000
Change in fair value of contingent consideration			16,600,000
1.75% Convertible Senior Notes Due 2022 | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument fixed interest rate per annum								1.75%
1.75% Convertible Senior Notes Due 2022 | Level 2 | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument fixed interest rate per annum								1.75%
Fair value of convertible senior notes	$ 191,600,000		$ 191,600,000		$ 193,800,000

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Allowance for Credit Losses - Summary of Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at the beginning of period	$ 2,106	$ 1,947	$ 2,500	$ 2,070
Provision for expected credit losses	1,736	392	1,856	585
Write-offs charged against the allowance, net of recoveries	(127)	(377)	(641)	(693)
Balance at the end of period	$ 3,715	$ 1,962	$ 3,715	$ 1,962

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Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, Total	$ 94,532	$ 85,703
Accumulated depreciation and amortization	(71,515)	(68,052)
Projects in process	79	5,009
Total property and equipment, net	23,096	22,660
Software
Property, Plant and Equipment [Line Items]
Property and equipment, Total	62,170	51,093
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, Total	24,324	23,696
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, Total	5,759	8,362
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, Total	$ 2,279	$ 2,552

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Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Depreciation	$ 2.1	$ 1.5	$ 4.0	$ 3.5
Capitalized costs	5.7	2.1	8.2	4.4
Amortization expense	1.3	$ 0.7	2.3	$ 1.8
Unamortized costs	16.0		16.0		$ 11.6
Computer software, impairments	$ 1.4		$ 1.4

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Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Bonus	$ 4,956	$ 9,045
Payroll and related expenses	4,893	4,253
Commissions	2,918	5,838
Vacation	1,240	1,087
Total accrued compensation and benefits	$ 14,007	$ 20,223

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Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Distribution fees	$ 23,609	$ 46,313
Operating lease liabilities	5,709	4,935
Traffic acquisition cost	4,937	12,033
Liability related to litigation settlements	4,750	0
Prefunded liability	3,606	4,782
Rebate liability	1,439	2,444
Interest payable	292	292
Marketing expenses	94	636
Deferred cost related to a retailer agreement	0	8,000
Other	14,014	15,844
Total other current liabilities	$ 58,450	$ 95,279

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Acquisitions - Additional Information (Details) - USD ($)			6 Months Ended		12 Months Ended
	Nov. 19, 2019	Oct. 26, 2018	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Contingent consideration liability			$ 0		$ 22,275,000
Contingent consideration paid out, financing activity			5,686,000	$ 6,121,000
Ubimo
Business Acquisition [Line Items]
Total preliminary acquisition consideration	$ 20,700,000
Cash payments for purchase of assets	15,000,000
Contingent consideration payable in cash	24,800,000
Contingent consideration, fair value	$ 5,700,000		0
Contingent consideration paid out including certain bonuses			24,700,000
Contingent consideration liability			22,300,000
Other current liabilities related to acquisition			2,400,000
Contingent consideration paid out, financing activity			5,700,000
Contingent consideration paid out, operating activity			$ 19,000,000
Elevaate
Business Acquisition [Line Items]
Total preliminary acquisition consideration		$ 13,300,000
Cash payments for purchase of assets		7,200,000
Contingent consideration payable in cash		18,500,000
Contingent consideration, fair value		$ 6,100,000
Contingent consideration paid out including certain bonuses					9,000,000
Contingent consideration liability					8,600,000
Other current liabilities related to acquisition					400,000
Contingent consideration paid out, financing activity					6,100,000
Contingent consideration paid out, operating activity					$ 2,900,000

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Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross	$ 132,750	$ 132,750
Accumulated Amortization	(124,969)	(119,747)
Net	$ 7,781	$ 13,003
Weighted Average Amortization Period (Years)	1 year 3 months 18 days	1 year 6 months
Media service rights
Finite-Lived Intangible Assets [Line Items]
Gross	$ 35,582	$ 35,582
Accumulated Amortization	(34,486)	(32,282)
Net	$ 1,096	$ 3,300
Weighted Average Amortization Period (Years)	3 months 18 days	8 months 12 days
Developed technologies
Finite-Lived Intangible Assets [Line Items]
Gross	$ 27,170	$ 27,170
Accumulated Amortization	(23,772)	(22,235)
Net	$ 3,398	$ 4,935
Weighted Average Amortization Period (Years)	1 year 3 months 18 days	1 year 8 months 12 days
Promotion service rights
Finite-Lived Intangible Assets [Line Items]
Gross	$ 24,426	$ 24,426
Accumulated Amortization	(24,174)	(23,419)
Net	$ 252	$ 1,007
Weighted Average Amortization Period (Years)	2 months 12 days	7 months 6 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	$ 22,690	$ 22,690
Accumulated Amortization	(20,019)	(19,311)
Net	$ 2,671	$ 3,379
Weighted Average Amortization Period (Years)	1 year 10 months 24 days	2 years 4 months 24 days
Data access rights
Finite-Lived Intangible Assets [Line Items]
Gross	$ 10,206	$ 10,206
Accumulated Amortization	(10,206)	(10,206)
Net	$ 0	$ 0
Weighted Average Amortization Period (Years)	0 years	0 years
Domain names
Finite-Lived Intangible Assets [Line Items]
Gross	$ 5,948	$ 5,948
Accumulated Amortization	(5,596)	(5,596)
Net	$ 352	$ 352
Weighted Average Amortization Period (Years)	0 years	0 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross	$ 2,823	$ 2,823
Accumulated Amortization	(2,823)	(2,823)
Net	$ 0	$ 0
Weighted Average Amortization Period (Years)	0 years	0 years
Vendor relationships
Finite-Lived Intangible Assets [Line Items]
Gross	$ 2,510	$ 2,510
Accumulated Amortization	(2,510)	(2,510)
Net	$ 0	$ 0
Weighted Average Amortization Period (Years)	0 years	0 years
Patents
Finite-Lived Intangible Assets [Line Items]
Gross	$ 975	$ 975
Accumulated Amortization	(963)	(945)
Net	$ 12	$ 30
Weighted Average Amortization Period (Years)	3 months 18 days	9 months 18 days
Registered users
Finite-Lived Intangible Assets [Line Items]
Gross	$ 420	$ 420
Accumulated Amortization	(420)	(420)
Net	$ 0	$ 0
Weighted Average Amortization Period (Years)	0 years	0 years

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Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization expense of intangible assets	$ 2.6	$ 6.2	$ 5.2	$ 13.6
Domain names
Finite-Lived Intangible Assets [Line Items]
Indefinite lived intangible, gross value	$ 0.4		$ 0.4		$ 0.4

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Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022, remaining six months	$ 3,287
2023	3,583
2024	559
2025	0
2026	0
2027 and beyond	0
Total estimated amortization expense	$ 7,429

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Debt Obligations - Additional Information (Details)		1 Months Ended	3 Months Ended		6 Months Ended
	Aug. 05, 2022 USD ($)	Nov. 30, 2017 USD ($) d $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 30, 2021 USD ($)	Nov. 17, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Line of Credit Facility [Line Items]
Debt instrument fixed interest rate per annum										1.75%
Increase to the carrying amount of the convertible notes								$ 10,400,000
Increase to retained earnings			$ (526,803,000)		$ (526,803,000)			(495,872,000)
Decease to additional paid-in capital			(174,978,000)	$ (239,772,000)	(174,978,000)	$ (239,772,000)	$ (202,900,000)	(234,702,000)			$ (250,569,000)	$ (247,029,000)
Revolving Credit Facility
Line of Credit Facility [Line Items]
Current borrowing capacity									$ 100,000,000	$ 100,000,000
Revolving Credit Facility | Subsequent Event
Line of Credit Facility [Line Items]
Current borrowing capacity	$ 50,000,000
Decrease in credit facility	$ 5,000,000
Letter of Credit
Line of Credit Facility [Line Items]
Current borrowing capacity									$ 10,000,000	$ 10,000,000
Interest rate on outstanding loans										2.00%
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06
Line of Credit Facility [Line Items]
Increase to retained earnings								38,700,000
Decease to additional paid-in capital								$ 49,100,000
1.75% Convertible Senior Notes Due 2022 | Senior Notes
Line of Credit Facility [Line Items]
Debt instrument aggregate principal amount		$ 200,000,000
Debt instrument fixed interest rate per annum		1.75%
Net proceeds from the debt offering, after deducting transaction costs		$ 193,800,000
Convertible notes, conversion ratio		0.0576037
Convertible notes, initial conversion price (in USD per share) | $ / shares		$ 17.36
Convertible notes, percentage of conversion price		130.00%
Convertible notes, redemption percentage		100.00%
Convertible notes, sinking fund		$ 0
Carrying amount of the liability component		149,300,000
Carrying amount of the equity component		$ 50,700,000
Convertible notes, effective interest rate		5.80%
Debt issuance costs		$ 6,200,000
Amortization of interest expense		4,600,000	$ 233,000	$ 232,000	$ 466,000	$ 464,000
Adjustments to additional paid in capital, equity component of debt issuance costs		$ 1,600,000
1.75% Convertible Senior Notes Due 2022 | Senior Notes | Maximum
Line of Credit Facility [Line Items]
Convertible notes, percentage of last reported sale price of common stock		98.00%
1.75% Convertible Senior Notes Due 2022 | Senior Notes | 130% Applicable Conversion Price
Line of Credit Facility [Line Items]
Convertible notes, consecutive trading days | d		20
Convertible notes, threshold consecutive trading days | d		30
Convertible notes, trading days preceding notice of redemption | d		3
Convertible notes, redemption percentage		100.00%
1.75% Convertible Senior Notes Due 2022 | Senior Notes | 90% Applicable Conversion Price
Line of Credit Facility [Line Items]
Convertible notes, consecutive trading days | d		5
Convertible notes, threshold consecutive trading days | d		5

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Debt Obligations - Schedule of Net Carrying Amount of Liability Component (Details) - 1.75% Convertible Senior Notes Due 2022 - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Principal	$ 200,000	$ 200,000
Unamortized debt discount	0	(10,358)
Unamortized debt issuance costs	(389)	(856)
Net carrying amount of the liability component	$ 199,611	$ 188,786

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Debt Obligations - Schedule of Interest Expense (Details) - 1.75% Convertible Senior Notes Due 2022 - Senior Notes - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Nov. 30, 2017	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Line of Credit Facility [Line Items]
Contractual interest expense		$ 875	$ 875	$ 1,750	$ 1,750
Amortization of debt discount		0	2,653	0	5,267
Amortization of debt issuance costs	$ 4,600	233	232	466	464
Total interest expense related to the Notes		$ 1,108	$ 3,760	$ 2,216	$ 7,481

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Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended
	Mar. 01, 2022	Mar. 01, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 28, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)					600,000
Restricted stock units granted (in shares)					3,812,808
Stock-based compensation			$ 17,127	$ 6,540	$ 22,869	$ 12,384
Issuance of common stock, stock purchase plan (in shares)					2,639,420
Shares available for issuance (in shares)			1,760,580		1,760,580
Unrecognized stock based compensation			$ 38,400		$ 38,400
Share-based compensation capitalized			$ 300	100	$ 500	200
February 2021 Share Repurchase Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase of authorized common stock, up to							$ 50,000
Number of shares repurchased (in shares)					0
2013 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)			4,000,000		4,000,000
Percentage of outstanding stock					4.00%
Options expiration period					10 years
2013 Equity Incentive Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted price per share percent					100.00%
Performance-Based Restricted Stock Units | 2021 PSU Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)		938,831
Restricted stock units granted (in USD per share)		$ 13.28
Vesting period		3 years
Stock-based compensation			$ 0	1,000	$ 0	1,400
Performance-Based Restricted Stock Units | 2022 PSU Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)	1,171,494
Stock-based compensation			1,800		$ 2,100
Performance-Based Restricted Stock Units | 2022 PSU Awards | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in USD per share)	$ 4.82
Performance-Based Restricted Stock Units | 2022 PSU Awards | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in USD per share)	3.87
Performance-Based Restricted Stock Units | 2022 PSU Awards | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in USD per share)	$ 3.14
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)					3,812,808
Restricted stock units granted (in USD per share)					$ 4.99
Fair value of options vested, total			1,000	$ 1,200	$ 1,900	$ 2,600
Unrecognized stock based compensation			34,800		$ 34,800
Unrecognized stock based compensation, amortized weighted average period					2 years 6 months
2013 Employee Stock Purchase Plan ("ESPP")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum contribution of base compensation for employee stock purchase plan					15.00%
Offering period of employee stock purchase plan					6 months
Purchase price of common stock percentage of fair market value					85.00%
Stock Options, RSUs and PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			$ 12,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)				0		0
Weighted average grant date fair value (in USD per share)			$ 2.05		$ 2.05
Unrecognized stock based compensation			$ 3,600		$ 3,600
Unrecognized stock based compensation, amortized weighted average period					2 years 1 month 28 days

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Stock-Based Compensation - Summary of Assumptions Used to Estimate the Fair Value of Stock Options and Employee Stock Purchase Plan (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (in years)	6 years 7 days	0 years	6 years 7 days	0 years
Risk-free interest rate	2.96%	0.00%	2.96%	0.00%
Volatility	50.00%	0.00%	50.00%	0.00%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (in years)	6 months	6 months	6 months	6 months
Risk-free interest rate	1.54%	0.03%
Volatility	65.00%	75.00%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Employee Stock Purchase Plan | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate			0.07%	0.03%
Volatility			60.00%	60.00%
Employee Stock Purchase Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate			1.54%	0.12%
Volatility			65.00%	75.00%

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Stock-Based Compensation - Summary of Stock Option and Restricted Stock Units Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Shares Available for Grant
Beginning balance (in shares)	10,168,061
Increase in shares authorized (in shares)	3,791,177
Options granted (in shares)	(600,000)
Options canceled or expired (in shares)	333,023
RSUs granted (in shares)	(3,812,808)
RSUs canceled or expired (in shares)	1,498,322
RSUs vested and withheld for taxes (in shares)	874,945
Ending balance (in shares)	12,252,720	10,168,061
RSUs Outstanding, Number of Shares
RSUs granted (in shares)	3,812,808
RSUs canceled or expired (in shares)	(1,498,322)
Options Outstanding, Number of Shares
Beginning balance (in shares)	6,897,993
Options granted (in shares)	600,000
Options canceled or expired (in shares)	(333,023)
Ending balance (in shares)	7,164,970	6,897,993
Vested and exercisable at the end of period (in shares)	5,968,311
Options Outstanding, Weighted Average Exercise Price
Weighted Average Exercise Price, Options Outstanding (in USD per share)	$ 6.95	$ 11.32
Options granted (in USD per share)	4.03
Options canceled or expired (in USD per share)	6.66
Vested and exercisable at the end of period (in USD per share)	$ 7.14
Options Outstanding, Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value
Weighted average remaining contractual term (years)	4 years 4 months 2 days	4 years 10 months 20 days
Vested and exercisable at the end of period, weighted average remaining contractual term (years)	3 years 5 months 19 days
Beginning balance, aggregate intrinsic value	$ 1,596
Ending balance, aggregate intrinsic value	0	$ 1,596
Vested and exercisable at the end of period, aggregate intrinsic value	$ 0
Restricted stock units
Shares Available for Grant
RSUs granted (in shares)	(3,812,808)
RSUs canceled or expired (in shares)	1,498,322
RSUs Outstanding, Number of Shares
Beginning balance (in shares)	5,381,039
RSUs granted (in shares)	3,812,808
RSUs vested (in shares)	(2,122,473)
RSUs canceled or expired (in shares)	(1,498,322)
Ending balance (in shares)	5,573,052	5,381,039
RSUs Outstanding, Weighted Average Grant Date Fair Value
Beginning balance (in USD per share)	$ 10.78
RSUs granted (in USD per share)	4.99
RSUs vested (in USD per share)	8.87
RSUs canceled or expired (in USD per share)	9.66
Ending balance (in USD per share)	$ 7.85	$ 10.78

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Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 17,127	$ 6,540	$ 22,869	$ 12,384
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	500	401	1,032	824
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	812	1,181	1,703	2,436
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	674	977	1,641	1,949
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 15,141	$ 3,981	$ 18,493	$ 7,175

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 2,346	$ 218	$ 2,512	$ 467

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Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (43,358)	$ (17,201)	$ (69,664)	$ (30,615)
Weighted-average number of common shares used in computing net loss per share, basic (in shares)	95,369	93,645	95,148	93,038
Weighted-average number of common shares used in computing net loss per share, diluted (in shares)	95,369	93,645	95,148	93,038
Net loss per share, basic (in USD per share)	$ (0.45)	$ (0.18)	$ (0.73)	$ (0.33)
Net loss per share, diluted (in USD per share)	$ (0.45)	$ (0.18)	$ (0.73)	$ (0.33)

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Net Loss Per Share - Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding common equivalent shares (in shares)	24,316	23,562	24,316	23,562
Stock options and ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding common equivalent shares (in shares)	7,222	6,968	7,222	6,968
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding common equivalent shares (in shares)	5,573	5,073	5,573	5,073
Shares related to convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding common equivalent shares (in shares)	11,521	11,521	11,521	11,521

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Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Lessee, Lease, Description [Line Items]
Basic annual rent agreed to pay	$ 34,692		$ 34,692
Total lease costs	1,300	$ 1,500	2,800	$ 3,000
Operating lease costs for right-of-use assets	1,300	1,300	2,700	2,600
Short-term lease costs related to short-term operating leases	0	$ 200	100	$ 400
Asset impairment charges	$ 3,900		$ 10,000
Professional Sports Team Suite
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	20 years		20 years
Basic annual rent agreed to pay	$ 5,000		$ 5,000
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	10 years		10 years
Operating lease, renewal term	6 years		6 years

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Leases - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Cash paid for operating lease liabilities	$ 1,651	$ 1,193	$ 2,981	$ 2,143
Right-of-use assets obtained in exchange for    lease obligations	$ 0	$ 0	$ 0	$ 3,942

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Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 16,230	$ 23,874
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Other current liabilities	$ 5,709	$ 4,935
Other non-current liabilities	24,075	26,903
Total operating lease liabilities	$ 29,784	$ 31,838
Weighted average remaining lease term (in years)	5 years 8 months 12 days	6 years 2 months 12 days
Weighted average discount rate	5.10%	5.00%

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Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
2022, remaining six months	$ 3,681
2023	6,840
2024	6,191
2025	4,799
2026	3,344
2027 and thereafter	9,837
Total lease payments	34,692
Less: Imputed Interest	(4,908)
Total	$ 29,784	$ 31,838

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions				6 Months Ended	12 Months Ended
	Nov. 19, 2021	Aug. 20, 2021	Jun. 17, 2021	Jun. 30, 2022	Dec. 31, 2020	Oct. 31, 2021
Commitments And Contingencies [Line Items]
Loss on contract settlement					$ 8.8
Estimated potential loss on retailer agreement						$ 8.5
Result Marketing Group, Ltd. v. Southeastern Grocers et al | Southeastern Grocers
Commitments And Contingencies [Line Items]
Damages			$ 59.0
Result Marketing Group, Ltd. v. Southeastern Grocers et al | Southeastern Grocers and Quotient Technology, Inc
Commitments And Contingencies [Line Items]
Damages			$ 177.0
Fortis Advisors LLC v. Quotient Technology, Inc
Commitments And Contingencies [Line Items]
Earnout payment		$ 8.5
Albertsons Companies, Inc. v. Quotient Technology, Inc
Commitments And Contingencies [Line Items]
Minimum revenue targets	$ 5.0
Annual minimum payment	$ 10.0
Open Purchase Commitments
Commitments And Contingencies [Line Items]
Distribution fees, software license fees and marketing services				$ 5.6

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Employee Benefit Plan - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Retirement Benefits [Abstract]
Rate at which the company matches employee contribution	3.00%
Maximum contribution amount	$ 6,000
Matching contribution expense	$ 600,000	$ 700,000	$ 1,300,000	$ 1,400,000

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Subsequent Events (Details) - USD ($) $ in Millions		3 Months Ended
	Aug. 05, 2022	Sep. 30, 2022	Nov. 30, 2021	Nov. 17, 2021
Revolving Credit Facility
Subsequent Event [Line Items]
Current borrowing capacity			$ 100.0	$ 100.0
Letter of Credit
Subsequent Event [Line Items]
Current borrowing capacity			$ 10.0	$ 10.0
Subsequent Event | Revolving Credit Facility
Subsequent Event [Line Items]
Current borrowing capacity	$ 50.0
Decrease in credit facility	$ 5.0
Subsequent Event | Forecast
Subsequent Event [Line Items]
Restructuring charges		$ 2.1