Amendment To Earn-Out Agreement Sample Contracts

Second Amendment to Earn-Out Agreement (July 14th, 2011)

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 (haftungsbeschrankt) Beteiligungs KG (Holding KG No 1), CD-Rocket Holding UG (haftungsbeschrankt) Beteiligungs KG (Holding KG No 2), and CityDeal Management UG (haftungsbeschrankt) & 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 among Group

First Amendment to Earn-Out Agreement (July 14th, 2011)

This FIRST AMENDMENT TO EARN-OUT AGREEMENT (this Amendment) is effective as of September 14, 2010, by and among Groupon, Inc., a Delaware corporation (Groupon), Groupon Germany GbR, a German law partnership (Purchaser), CD-Inv Holding UG (haftungsbeschrankt) Beteiligungs KG (Holding KG No 1), CD-Rocket Holding UG (haftungsbeschrankt) Beteiligungs KG (Holding KG No 2), and CityDeal Management UG (haftungsbeschrankt) & 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 (the Earn-Out Agreement), by and among Groupon, Purchaser, Sellers, Holding KG No 1, Holding KG No 2, Holding KG No 3, and the Company.