GROUPON INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20[•] Subordinated Debt SecuritiesIndenture • July 31st, 2023 • Groupon, Inc. • Services-advertising agencies • New York
Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Section 2.03 Denominations: Provisions for Payment 6 Section 2.04 Execution and Authentications 7 Section 2.05 Registration of Transfer and Exchange 8 Section 2.06 Temporary Securities 9 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 9 Section 2.08 Cancellation 10 Section 2.09 Benefits of Indenture 10 Section 2.10 Authenticating Agent 10 Section 2.11 Global Securities 10 ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 11 Section 3.01 Redemption 11 Section 3.02 Notice of Redemption 11 Section 3.03 Payment Upon Redemption 12 Section 3.04 Sinking Fund 12 Section 3.05 Satisfaction of Sinking Fund Payments with Securities 13 Section 3.06 Redemption of Securities for Sinking Fund 13 ARTICLE 4 COVENAN
GROUPON, INC. AND as Trustee INDENTURE Dated as of March 25, 2021Indenture • March 25th, 2021 • Groupon, Inc. • Services-advertising agencies • New York
Article 1Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 Article 2Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . Designation and Amount 14 Section 2.02 . Form of Notes 14 Section 2.03 . Date and Denomination of Notes; Payments of Interest and Defaulted Amounts 15 Section 2.04 . Execution, Authentication and Delivery of Notes 16 Section 2.05 . Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 17 Section 2.06 . Mutilated, Destroyed, Lost or Stolen Notes 24 Section 2.07 . Temporary Notes 25 Section 2.08 . Cancellation of Notes Paid, Converted, Etc 25 Section 2.09 . CUSIP Numbers 25 Section 2.10 . Additional Notes; Repurchases 26 Article 3Satisfaction and Discharge Section 3.01 . Satisfaction and Discharge 26 Article 4Particular Covenants of the Company Section 4.01 . Payment of Principal and Interest 27 Section 4.02 . Maintenance of Office or Agency 27 Section 4.03 . Appointments to Fill
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2016 among GROUPON, INC., as Borrower The Lenders Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC. and BANK OF THE WEST, as Co-Syndication Agent and JPMORGAN CHASE BANK, N.A., as...Credit Agreement • July 1st, 2016 • Groupon, Inc. • Services-advertising agencies • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2016 (this “Agreement”) is among GROUPON, INC., a Delaware corporation (the “Borrower”), each financial institution that from time to time becomes a party hereto as a lender (each a “Lender”) and JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders.
·] Shares GROUPON, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2011 • Groupon, Inc. • Services-advertising agencies • New York
GROUPON, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of April 10, 2020Rights Agreement • April 13th, 2020 • Groupon, Inc. • Services-advertising agencies • Delaware
shares of Common Stock (or book entry shares of Common Stock) outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
Dealer] [Address]Letter Agreement • May 9th, 2016 • Groupon, Inc. • Services-advertising agencies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Groupon, Inc. (“Company”) to [ ] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
DealerGroupon, Inc. • March 25th, 2021 • Services-advertising agencies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_______] (“Dealer”) and [_______], a Delaware corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement (as defined below) evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
INVESTMENT AGREEMENT by and among GROUPON, INC. and Dated as of April 3, 2016Investment Agreement • April 4th, 2016 • Groupon, Inc. • Services-advertising agencies • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of April 3, 2016, is by and among Groupon, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and A-G Holdings, L.P., a Delaware limited partnership (together with its successors and any permitted transferee that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
GROUPON, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 4, 2016 3.25% CONVERTIBLE SENIOR NOTES DUE 2022Indenture • April 4th, 2016 • Groupon, Inc. • Services-advertising agencies • New York
INDENTURE, dated as of April 4, 2016, between Groupon, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 1st, 2011 • Groupon, Inc. • Services-advertising agencies • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of this day of , 2011 by and between Groupon, Inc., a Delaware corporation (the “Company”), and the undersigned officer, director or employee of the Company (“Indemnitee”).
AGREEMENT OF LEASE 600 WEST CHICAGO ASSOCIATES LLC, a Delaware limited liability company,Agreement of Lease • August 10th, 2011 • Groupon, Inc. • Services-advertising agencies • Illinois
AGREEMENT OF LEASE (“Lease”), dated as of December 7, 2010 (“Effective Date”) between 600 WEST CHICAGO ASSOCIATES LLC, a Delaware limited liability company, with an address at 600 West Chicago Avenue, Suite 675, Chicago, Illinois 60654, Attention: Property Manager (“Landlord”), and GROUPON, INC., a Delaware corporation, with an address at 600 West Chicago Avenue, Suite 725, Chicago, Illinois 60654 (“Tenant”).
GROUPON, INC. SEVERANCE BENEFIT AGREEMENTSeverance Benefit Agreement • April 13th, 2023 • Groupon, Inc. • Services-advertising agencies • Illinois
This SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is entered into on the 13th day of April, 2023 (the “Effective Date”) between Groupon, Inc. (the “Company”), a Delaware corporation, and Jiri Ponrt (the “Executive”).
COOPERATION AGREEMENTCooperation Agreement • June 13th, 2022 • Groupon, Inc. • Services-advertising agencies • Delaware
This cooperation agreement (this “Agreement”) is made and entered into as of June 13, 2022 by and among Groupon, Inc. (the “Company”) and Pale Fire Capital SE, a private company organized under the laws of the Czech Republic (“Pale Fire”), Dusan Senkypl, a citizen of the Czech Republic, and Jan Barta, a citizen of the Czech Republic (collectively, the “Pale Fire Parties”) (each of the Company and the Pale Fire Parties, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTAgreement • January 31st, 2020 • Groupon, Inc. • Services-advertising agencies • Delaware
This Agreement (this “Agreement”) is made and entered into as of January 31, 2020 by and among Groupon, Inc. (the “Company”) and the entities and natural persons set forth on the signature pages hereto (including Richard P. Merage, collectively, “MIG”) (each of the Company and MIG, a “Party” to this Agreement, and collectively, the “Parties”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • November 5th, 2020 • Groupon, Inc. • Services-advertising agencies • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of November 4, 2020, between Groupon, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of April 10, 2020, by and between the Company and the Rights Agent (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL MUTUAL RELEASEConfidential Separation Agreement and General Mutual Release • October 21st, 2011 • Groupon, Inc. • Services-advertising agencies • Illinois
This Confidential Separation Agreement and General Release (this “Agreement”) is made by and between Mary Margaret H. “Margo” Georgiadis (“Executive”) and Groupon, Inc. (the “Company”) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
Consulting ContractConsulting Contract • October 21st, 2011 • Groupon, Inc. • Services-advertising agencies
Consulting ContractGroupon, Inc. • October 21st, 2011 • Services-advertising agencies
SUBLEASESublease • August 10th, 2011 • Groupon, Inc. • Services-advertising agencies
THIS SUBLEASE (this “Sublease”) is made as of June , 2010, by and between LIGHTBANK LLC., a Delaware limited liability company having an address at 600 West Chicago Ave., Suite 620, Chicago, Illinois 60610, Attention: Brad Keywell (“Sublandlord”), and GROUPON, INC., a Delaware corporation, having an address at 600 West Chicago, Suite 725, Chicago, Illinois 60610, Attention: Brad Dowries (“Subtenant”).
May 4, 2015 Dear Eric,Letter Agreement • May 6th, 2015 • Groupon, Inc. • Services-advertising agencies
The purpose of this letter (this “Letter Agreement”) is to memorialize our mutual understanding related to your service as the Chief Executive Officer of Groupon, Inc. (“Groupon” or the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2011 • Groupon, Inc. • Services-advertising agencies • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2011 (the “Effective Date”), by and between Groupon, Inc., a Delaware corporation (the “Company”), and Mary Margaret H. “Margo” Georgiadis (“Georgiadis”).
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 29th, 2013 • Groupon, Inc. • Services-advertising agencies • Delaware
This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Amendment”) has been entered into as of November 26, 2013, by and among LivingSocial, Inc., a Delaware corporation (“LivingSocial”), LivingSocial, B.V., a Netherlands limited liability company (“Seller”), Groupon, Inc., a Delaware corporation (“Parent”), and Groupon Trailblazer, Inc., a Delaware corporation (“Buyer”). LivingSocial, Seller, Parent, and Buyer are sometimes referred to herein as the “Parties” and each, individually, as a “Party”.
13,825,283 Shares GROUPON, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2014 • Groupon, Inc. • Services-advertising agencies • New York
LivingSocial, Inc. (the “Selling Stockholder”), a shareholder of Groupon, Inc., a Delaware corporation (the “Company”), proposes to sell to Morgan Stanley & Co. LLC (“Morgan Stanley”), as the sole underwriter (the “Underwriter”), an aggregate of 13,825,283 shares of Class A Common Stock of the Company, par value $0.0001 per share (the “Shares”).
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 9th, 2023 • Groupon, Inc. • Services-advertising agencies • New York
THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2023 is among GROUPON, INC., as Borrower (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
OFFICE SUBLEASE AGREEMENTOffice Sublease Agreement • July 14th, 2011 • Groupon, Inc. • Services-advertising agencies
This Sublease Agreement is dated June 23, 2009 between InnerWorkings, Inc. and The Point. Effective August 15, 2009, the Point will sublease the following space from InnerWorkings:
SECOND AMENDMENT TO EARN-OUT AGREEMENTEarn-Out Agreement • July 14th, 2011 • Groupon, Inc. • Services-advertising agencies
This SECOND AMENDMENT TO EARN-OUT AGREEMENT (this “Amendment”) is effective as of November , 2010, by and among Groupon, Inc., a Delaware corporation (“Groupon”), Groupon Germany GbR, a German law partnership (“Purchaser”), CD-Inv Holding UG (haftungsbeschränkt) Beteiligungs KG (“Holding KG No 1”), CD-Rocket Holding UG (haftungsbeschränkt) Beteiligungs KG (“Holding KG No 2”), and CityDeal Management UG (haftungsbeschränkt) & Co. Beteiligungs KG (“Holding KG No 3”), each a German limited partnership (collectively, the “Sellers”), and CityDeal Europe GmbH, a German limited liability company (the “Company”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Earn-Out Agreement dated as of May 15, 2010, by and among Groupon, Purchaser, Sellers, Holding KG No 1, Holding KG No 2, Holding KG No 3, and the Company, as amended by that certain First Amendment to Earn-Out Agreement dated as of September 14, 2010 (the “First Amendment”), by and
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2011 • Groupon, Inc. • Services-advertising agencies • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2011 (the “Effective Date”), by and between Groupon, Inc., a Delaware corporation (the “Company”), and Jason Child (“Child”).
EARN-OUT AGREEMENTEarn-Out Agreement • July 14th, 2011 • Groupon, Inc. • Services-advertising agencies • Delaware
This EARN-OUT AGREEMENT (this “Agreement”) is made and entered into this 15 day of May, 2010 by and among Groupon, Inc., a Delaware corporation (“Groupon”), Groupon Germany GbR, a German law partnership (“Purchaser”), Bambino 44. VV UG (haftungsbeschränkt) & Co B-84 KG (in the future: CD-Inv Holding UG (haftungsbeschränkt) Beteiligungs KG) (“Holding KG No 1”), Bambino 45. VV UG (haftungsbeschränkt) & Co B-85 KG (in the future: CD-Rocket Holding UG (haftungsbeschränkt) Beteiligungs KG) (“Holding KG No 2”), and Bambino 43. VV UG (haftungsbeschränkt) & Co B-83 KG (in the future: CityDeal Management UG (haftungsbeschränkt) & Co. Beteiligungs KG) (“Holding KG No 3”), each a German limited partnership (collectively, the “Sellers”), and CityDeal Europe GmbH, a German limited liability company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies • California
This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 30, 2010 (the “Effective Date”), by and between Groupon Ludic, Inc., a Delaware corporation, which, along with its parent company, Groupon, Inc., a Delaware corporation (“Groupon”), shall be referred to herein as the “Company,” and Brian Totty (“Employee”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2012 • Groupon, Inc. • Services-advertising agencies
This amendment (this “Amendment”) is entered into by and between Groupon, Inc., a Delaware corporation (the “Company”), and Jason Child (“Child”) effective January 1, 2012, with respect to the Amended and Restated Employment Agreement dated April 29, 2011 by and between the Company and Child (the “Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies
This Amendment to Employment Agreement (the “Amendment”) is made effective as of December 15, 2010 (the “Amendment Date”), by and between Groupon, Inc., a Delaware corporation (the “Company”), and Andrew Mason (“Mason”), in order to amend the Employment Agreement entered into between the Company and Mason as of November 1, 2009 (the “Employment Agreement”).
SHARE EXCHANGE AND TRANSFER AGREEMENT regarding CityDeal Europe GmbHShare Exchange and Transfer Agreement • July 14th, 2011 • Groupon, Inc. • Services-advertising agencies • Delaware
Pursuant to § 14 of the German Act on Recording Deeds the attached exhibit Annex A to the earn out agreement constitutes formal part of this deed and has been provided for reviewing to the persons appearing. Reference is made to this exhibit. The persons appearing explicitly waive their right to have this exhibit to be read aloud by the Notary and have confirmed and signed this on each single page.
VOTING AGREEMENT by and among ERIC LEFKOFSKY, GREEN MEDIA, LLC, BRADLEY KEYWELL, RUGGER VENTURES LLC, NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP, NEW ENTERPRISE ASSOCIATES, LLC, and GROUPON, INC. Dated as of April 4, 2016Voting Agreement • April 4th, 2016 • Groupon, Inc. • Services-advertising agencies • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 4, 2016, is by and among Eric Lefkofsky, Green Media, LLC, a Delaware limited liability company, 600 West Groupon LLC, a Delaware limited liability company, Bradley Keywell (each of Eric Lefkofsky and Bradley Keywell, a “Founder”), Rugger Ventures LLC, a Delaware limited liability company, New Enterprise Associates 12, Limited Partnership, a Delaware limited partnership (“NEA”), New Enterprise Associates, LLC, a Delaware limited liability company (each of the foregoing parties, together with any successor or assign pursuant to Section 5.05, a “Shareholder”), A-G Holdings, L.P., a Delaware limited partnership (together with any successor or assign pursuant to Section 5.05, the “Purchaser”), and Groupon, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 5.05, the “Company”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
GROUPON, INC. 2016 SEVERANCE BENEFIT AGREEMENT2016 Severance Benefit Agreement • April 29th, 2016 • Groupon, Inc. • Services-advertising agencies • Illinois
This SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is entered into on the 26th day of April, 2016 (the “Effective Date”) between Groupon, Inc., a Delaware corporation, and Rich Williams (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2009 (the “Effective Date”), by and between Groupon, INC., a Delaware Corporation (the “Company”), and Andrew Mason (“Mason”).
