EX-10.1



 Exhibit 10.1 

[Dealer] 
 [Address] 

May 9, 2016 
  

	To:	Groupon, Inc. 

 600 West Chicago Avenue, Suite 400 

Chicago, Illinois 60654 

Attention: Brian Stevens, Chief Accounting Officer 

Telephone No.: [    ] 

Email: [    ] 
  

	Re:	Call Option Transaction 

 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 Groupon, Inc. (“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. This Confirmation shall replace any previous agreements and serve as
the final documentation for the Transaction. 
 The definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the
Equity Definitions and this Confirmation, this Confirmation shall govern. Certain terms defined herein are based on terms that relate to the 3.25% Convertible Senior Notes due 2022 (as originally issued by Counterparty, the “Convertible
Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate principal amount of USD 250 million pursuant to an Indenture dated as of April 4,
2016 between Counterparty and U.S. Bank National Association, as trustee (the “Indenture”). In the event of any inconsistency between the Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that
the Indenture section numbers used herein are based on the Indenture as executed. References to the Indenture herein are references to the Indenture as in effect on the date of its execution, and if the Indenture is amended or supplemented following
such date, any such amendment or supplement (other than any amendment or supplement pursuant to Section 9.01(i) of the Indenture, subject to the second proviso under “Consequence of Merger Events/Tender
Offers” in Section 3 below) will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing. 

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in,
substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below. 

1. This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation
relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed on the Trade Date an agreement in
such form (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine) and (ii) the election that the provisions of Section 5(a)(vi) of
the Agreement shall apply to Dealer with “Specified Indebtedness” having the meaning set out in Section 14 of the Agreement and an applicable “Threshold Amount” of three percent (3%) of shareholders’ equity of
Dealer’s ultimate parent; provided that (A) the words “, or becoming capable at such time of being declared,” shall be deleted from such Section 5(a)(vi) and (B) the following language shall be added to the end
of such Section 5(a)(vi): “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or
operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”). In
the event of any inconsistency between provisions of the Agreement and this Confirmation or the Equity Definitions, this Confirmation or the Equity Definitions will prevail for the purpose of the Transaction to which this Confirmation relates. For
the avoidance of doubt, except to the extent of an express conflict, the application of any provision of this Confirmation, the Agreement or the Equity Definitions shall not be construed to exclude or limit the application of any other provision of
this Confirmation, the Agreement or the Equity Definitions. The parties hereby agree that no transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. 








			
	
	 2.      The terms of the particular Transaction
to which this Confirmation relates are as follows:

		
	 General Terms.
	  	
		
	 Trade Date:
	  	May 9, 2016
		
	 Option Style:
	  	“Modified American”, as described under “Procedures for Exercise” below
		
	 Option Type:
	  	Call
		
	 Buyer:
	  	Counterparty
		
	 Seller:
	  	Dealer
		
	 Shares:
	  	The Class A common stock of Counterparty, par value USD 0.0001 per share (Exchange symbol “GRPN”)
		
	 Number of Options:
	  	250,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.
		
	 Applicable Percentage:
	  	[    ]%
		
	 Option Entitlement:
	  	A number equal to the product of the Applicable Percentage and 185.1852
		
	 Strike Price:
	  	USD 5.40
		
	 Premium:
	  	As separately agreed by the parties.
		
	 Premium Payment Date:
	  	As separately agreed by the parties.
		
	 Exchange:
	  	The NASDAQ Global Select Market
		
	 Related Exchange(s):
	  	All Exchanges
		
	 Excluded Provisions:
	  	Section 10.09, Section 10.14 and Section 10.06(f) of the Indenture
		
	 Procedures for Exercise.
	  	
		
	 Conversion Date:
	  	With respect to any conversion of a Convertible Note, the date on which the Holder (as such term is defined in the Indenture) of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section
10.01(b) of the Indenture. Options may only be exercised hereunder on a Conversion Date in respect of the Convertible Notes and only in an amount equal to the number of USD 1,000 principal amount of Convertible Notes converted on such Conversion
Date.
		
	 Cut-Off Date:
	  	The 22nd Scheduled Valid Day immediately preceding the Expiration Date.
		
	 Expiration Time:
	  	The Valuation Time
		
	 Expiration Date:
	  	April 1, 2022, subject to earlier exercise


  
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	 Multiple Exercise:
	  	Applicable, as described under “Automatic Exercise” below
		
	 Automatic Exercise:
	  	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date in respect of which a Conversion Notice (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the
relevant converting Holder, a number of Options equal to the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred shall be deemed to be automatically exercised; provided that such Options
shall be exercised or deemed exercised only if Counterparty has provided or is deemed to have provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below.
		
		  	Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.
		
	 Notice of Early Redemption:
	  	In order to exercise any Options on any Conversion Date in respect of any Convertible Notes that have been called for redemption pursuant to Section 13.01 of the Indenture, Counterparty must notify Dealer in writing before 5:00
p.m. (New York City time) on the Scheduled Valid Day immediately preceding the 22nd Scheduled Valid Day immediately preceding the scheduled redemption date specified by Counterparty for such
Convertible Notes pursuant to Section 13.03 of the Indenture (the “Scheduled Redemption Date”) of (i) the number of Convertible Notes then outstanding that constitute Atairos Securities (as such term is defined in the Indenture),
(ii) the Scheduled Redemption Date and (iii) the Settlement Method (and, if applicable, the Specified Option Cash Amount (as defined below)) elected or deemed to be elected with respect to any Convertible Notes with a Conversion Date occurring
following delivery of the relevant redemption notice to the Holders of such Convertible Notes but prior to the Scheduled Redemption Date (such period, the “Redemption Conversion Period” and, any such notice, a “Notice of
Early Redemption”). If Counterparty elects a Settlement Method for such Options other than Net Share Settlement, the Notice of Early Redemption shall also include the information, representations, acknowledgments and agreements required
pursuant to “Settlement Method Election Conditions” below.
		
	 Notice of Exercise:
	  	Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to exercise any Options on any Conversion Date, Counterparty must notify Dealer in writing before 5:00
p.m. (New York City time) on the Scheduled Valid Day immediately preceding the scheduled first day of the Settlement Averaging Period for the Options being exercised of (i) the number of such Options (and the number of $1,000 principal amount of
Convertible Notes


  
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		  	being converted on such Conversion Date and the number of such Convertible Notes that constitute Atairos Securities (as such term is defined in the Indenture) (if any)), (ii) the scheduled first day of the Settlement Averaging
Period and the scheduled Settlement Date and (iii) if Counterparty elects a Settlement Method for such Options other than Net Share Settlement, such notice shall also include the information, representations, acknowledgments and agreements required
pursuant to “Settlement Method Election Conditions” below; provided that (A) in respect of any Options relating to Convertible Notes with a Conversion Date occurring on or after the Cut-Off Date, (x) such notice may be given at any
time before 5:00 p.m. (New York City time) on the second Scheduled Valid Day immediately preceding the Expiration Date and need only specify the information required in clause (i) above and (y) if the Settlement Method for any Options relating to
Convertible Notes with a Conversion Date occurring on or after the Cut-Off Date is not Net Share Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”) in respect of all such Convertible
Notes before 5:00 p.m. (New York City time) on the second Scheduled Valid Day immediately preceding the Cut-Off Date specifying the information required in clause (iii) above and (B) if Counterparty has at any time delivered a Notice of Early
Redemption, (x) in respect of any Convertible Notes not constituting Atairos Securities (as such term is defined in the Indenture), such notice may be given at any time before 5:00 p.m. (New York City time) on the second Scheduled Valid Day
immediately preceding the Scheduled Redemption Date and need only specify the information required in clause (i) above and (y) in respect of all Convertible Notes constituting Atairos Securities (as such term is defined in the Indenture), such
notice shall be deemed to have been given at 5:00 p.m. (New York City time) on the second Scheduled Valid Day immediately preceding the Scheduled Redemption Date and, to the extent a Conversion Notice (as such term is defined in the Indenture) has
not been provided in respect of any such Convertible Notes, the Conversion Date applicable to such Convertible Notes shall be deemed to be such second preceding Scheduled Valid Day.
		
	 Valuation Time:
	  	The close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its commercially reasonable
discretion.
		
	 Market Disruption Event:
	  	Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:
		
		  	“‘Market Disruption Event’ means (i) a failure by the Exchange or, if the Shares are not then listed on the Exchange, the principal other U.S. national or regional securities exchange or market on which the Shares
are


  
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		  	listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Valid Day for the Shares for more than a one
half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant securities exchange or otherwise) in the Shares or in any
options contracts or futures contracts relating to the Shares.”
		
	 Settlement Terms.
	  	
		
	 Settlement Method:
	  	For any Option, Net Share Settlement; provided that Counterparty may elect Cash Settlement or Combination Settlement for such Option if the Settlement Method Election Conditions have been satisfied and Counterparty shall
have notified Dealer of the Settlement Method in the Notice of Exercise, Notice of Early Redemption or Notice of Final Settlement Method, as applicable, for such Option; provided further that if Counterparty has elected to settle its
conversion obligations in respect of the related Convertible Notes (A) entirely in Shares pursuant to Section 10.02(a)(iv)(A) of the Indenture (together with cash in lieu of fractional Shares), or (B)(x) in a combination of cash and Shares pursuant
to Section 10.02(a)(iv)(C) of the Indenture with a Specified Option Cash Amount (as defined below) less than USD 1,000, or (y) in a combination of cash and Shares pursuant to Section 10.02(a)(iv)(C) of the Indenture with a Specified Option Cash
Amount (as defined below) equal to USD 1,000, then, in each case, the Settlement Method for such Option shall be Net Share Settlement.
		
	 Settlement Method Election Conditions:
	  	In order to elect a Settlement Method other than Net Share Settlement for any Option, the Notice of Exercise, Notice of Early Redemption or Notice of Final Settlement Method, as applicable, shall contain:
		
		  	(i) Counterparty’s election of such other Settlement Method, which shall correspond to Counterparty’s election under the Convertible Notes of whether it elects to settle its conversion obligations in respect of the
related Convertible Notes:
		
		  	(A) in a combination of cash and Shares pursuant to Section 10.02(a)(iv)(C) of the Indenture with a Specified Option Cash Amount (as defined below) greater than USD 1,000, in which case the Settlement Method for such Option
shall be Combination Settlement; or
		
		  	(B) entirely in cash pursuant to Section 10.02(a)(iv)(B) of the Indenture, in which case the Settlement Method for such Option shall be Cash Settlement;
		
		  	(ii) if the Settlement Method for such Option is Combination Settlement, the fixed amount of cash per


  
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		  	Convertible Note applicable to the settlement of each related Convertible Note (the “Specified Option Cash Amount”);
		
		  	(iii) a representation that, on the date of such Notice of Exercise, Notice of Early Redemption or Notice of Final Settlement Method, as applicable, Counterparty is not aware of any material non-public information with respect to
Counterparty or the Shares;
		
		  	(iv) a representation that Counterparty is electing the Settlement Method for the related Convertible Note and such Settlement Method in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
		
		  	(v) a representation that Counterparty has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction;
		
		  	(vi) a representation that Counterparty is not electing the settlement method for the related Convertible Note and such Settlement Method to create actual or apparent trading activity in the Shares (or any security convertible
into or exchangeable for the Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares); and
		
		  	(vii) an acknowledgment by Counterparty that (A) any transaction by Dealer following Counterparty’s election of the settlement method for the related Convertible Note and such Settlement Method shall be made at
Dealer’s sole discretion and for Dealer’s own account and (B) Counterparty does not have, and shall not attempt to exercise, any influence over how, when, whether or at what price to effect such transactions, including, without limitation,
the price paid or received per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privately.
		
	 Net Share Settlement:
	  	If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share
Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day,
divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option
divided by the Applicable Limit Price on the Convertible Note Settlement Date for such Option.


  
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		  	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging
Period.
		
	 Combination Settlement:
	  	If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option:
		
		  	(i) an amount of cash (the “Combination Settlement Cash Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (A) an amount (the “Daily Combination
Settlement Cash Amount”) equal to the lesser of (1) the product of (x) the Applicable Percentage and (y) the excess of (i) the Specified Option Cash Amount over (ii) USD 1,000 and (2) the Daily Option Value, divided by
(B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in clause (A) above results in zero or a negative number for any Valid Day, the Daily Combination Settlement Cash Amount for such Valid Day
shall be deemed to be zero; and
		
		  	(ii) a number of Shares (the “Combination Settlement Share Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of a number of Shares for such Valid Day (the
“Daily Combination Settlement Share Amount”) equal to (A) (1) the Daily Option Value on such Valid Day minus the Daily Combination Settlement Cash Amount for such Valid Day, divided by (2) the Relevant Price on such
Valid Day, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in clause (A)(1) above results in zero or a negative number for any Valid Day, the Daily Combination Settlement
Share Amount for such Valid Day shall be deemed to be zero;
		
		  	provided that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement Share Amount for such Option multiplied by the Applicable Limit Price on
the Convertible Note Settlement Date for such Option exceed the Applicable Limit for such Option.
		
		  	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging
Period.
		
	 Cash Settlement:
	  	If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an
amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement


  
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		  	Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Cash
Settlement Amount exceed the Applicable Limit for such Option.
		
	 Daily Option Value:
	  	For any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) the Relevant Price on such Valid Day less the Strike Price on such Valid Day; provided that if the calculation
contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero.
		
	 Make-Whole Adjustment:
	  	Notwithstanding anything to the contrary herein, in respect of any exercise of Options relating to a conversion of Convertible Notes for which additional Shares will be added to the “Conversion Rate” (as such term is
defined in the Indenture), the Daily Option Value shall be calculated as if the Option Entitlement included the Applicable Percentage of the number of such additional Shares as determined with reference to the adjustment set forth in Section 10.14
of the Indenture; provided that if the sum of (i) the product of (a) the number of Shares (if any) deliverable by Dealer to Counterparty per exercised Option and (b) the market price per Share at the time of delivery as
determined by the Calculation Agent and (ii) the amount of cash (if any) payable by Dealer to Counterparty per exercised Option would otherwise exceed the amount per Option, as determined by the Calculation Agent, that would be payable by
Dealer under Section 6 of the Agreement if (x) the relevant Conversion Date were an Early Termination Date resulting from an Additional Termination Event with respect to which the Transaction was the sole Affected Transaction and Counterparty
was the sole Affected Party and (y) Section 10.14 of the Indenture were deleted, then each Daily Option Value shall be proportionately reduced to the extent necessary to eliminate such excess.
		
	 Applicable Limit:
	  	For any Option, an amount of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate of (A) the amount of cash, if any, paid to the Holder of the related Convertible Note upon conversion of
such Convertible Note as determined with reference to Section 10.02(a)(iv) of the Indenture and (B) the number of Shares, if any, delivered to the Holder of the related Convertible Note upon conversion of such Convertible Note as determined with
reference to Section 10.02(a)(iv) of the Indenture multiplied by the Applicable Limit Price on the Convertible Note Settlement Date for such Option, over (ii) USD 1,000.
		
	 Convertible Note Settlement Date:
	  	For any Option, the final date on which Counterparty is obligated to deliver any consideration upon conversion of the related Convertible Note pursuant to Section 10.02(c)


  
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		  	of the Indenture, which date Counterparty shall notify Dealer in writing of at least one Scheduled Valid Day in advance of such date.
		
	 Applicable Limit Price:
	  	On any day, the opening price as displayed under the heading “Op” on Bloomberg page “GRPN <equity>” (or its equivalent successor if such page is not available).
		
	 Valid Day:
	  	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other U.S. national or regional
securities exchange on which the Shares are then listed or, if the Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the
Shares are not so listed or admitted for trading, “Valid Day” means a Business Day.
		
	 Scheduled Valid Day:
	  	A day that is scheduled to be a Valid Day on the Exchange or, if the Shares are not then listed on the Exchange, the principal other U.S. national or regional securities exchange or market on which the Shares are then listed or
admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business Day.
		
	 Business Day:
	  	Any day other than a Saturday, a Sunday or a day on which or the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
		
	 Relevant Price:
	  	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “GRPN <equity> AQR” (or its equivalent successor if such page is not
available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of
one Share on such Valid Day determined, by the Calculation Agent (using a volume-weighted average method, if practicable). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours.
		
	 Settlement Averaging Period:
	  	For any Option and regardless of the Settlement Method applicable to such Option:
		
		  	 (i)     if the related Conversion Date occurs prior to the Cut-Off
Date, the 20 consecutive Valid Day period beginning on, and including, the second Valid Day after such Conversion Date; or

		
		  	 (ii)    if the related Conversion Date occurs on or after the Cut-Off Date,
the 20 consecutive Valid Day



  
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		  	 period beginning on, and including, the 22nd Scheduled Valid Day immediately preceding the Expiration
Date;

		
		  	provided that, if Counterparty has at any time delivered a Notice of Early Redemption, the Settlement Averaging Period for any Option whose related Conversion Date occurs or is deemed to occur during the Redemption
Conversion Period shall be the 20 consecutive Valid Day period beginning on, and including, the 22nd Scheduled Valid Day immediately preceding the Scheduled Redemption Date.
		
	 Settlement Date:
	  	For any Option, the later of (x) the date one Settlement Cycle immediately following the last Valid Day of the Settlement Averaging Period for such Option and (y) the Convertible Note Settlement Date.
		
	 Settlement Currency:
	  	USD
		
	 Other Applicable Provisions:
	  	The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable to Net Share Settlement or Combination Settlement as if Physical Settlement applied to the Transaction.
		
	 Representation and Agreement:
	  	Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to
restrictions and limitations arising from Counterparty’s status as Issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the
Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).
	
	 3.      Additional Terms applicable to the
Transaction.

		
	 Adjustments applicable to the Transaction:
	  	
		
	 Potential Adjustment Events:
	  	Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an
adjustment under the Indenture to the “Conversion Rate” or the composition of a unit of “Reference Property” or to any “Closing Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily
Settlement Amount” (each as such term is defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of
(x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in


  
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		  	which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant
to the third sentence of Section 10.06(c) of the Indenture or the third sentence of Section 10.06(d) of the Indenture).
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent shall adjust any one or more of the Strike Price, Number of
Options, Option Entitlement, the composition of the Shares and any other variable relevant to the exercise, settlement or payment for the Transaction as determined pursuant to the corresponding adjustment under the Indenture; provided that,
notwithstanding the foregoing, if the Calculation Agent in good faith disagrees with any adjustment pursuant to the terms and provisions of the Indenture that is the basis of any calculation or adjustment herein and that involves an exercise of
discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section 10.08 of the Indenture or any supplemental indenture entered into pursuant to Section 9.01(i) of the Indenture or in connection with any
proportional adjustment or the determination of the fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the composition of the
Shares, Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner; provided further that, notwithstanding the foregoing,
if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made under or to any Convertible Note under the Indenture because the relevant Holder (as such term is defined in the Indenture) was deemed to be a
record owner of the underlying Shares on the related Conversion Date, then the Calculation Agent shall make an adjustment, consistent with the methodology set forth in the Indenture, to the terms hereof in order to account for such Potential
Adjustment Event.
		
	 Dilution Adjustment Provisions:
	  	Sections 10.06(a), 10.06(b), 10.06(c), 10.06(d), 10.06(e) and Section 10.08 of the Indenture.
		
	 Extraordinary Events applicable to the Transaction:
	  	
		
	 Merger Events:
	  	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Merger Event” in
Section 10.11 of the Indenture.


  
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	 Tender Offers:
	  	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 10.06(e) of the Indenture.
		
	 Consequence of Merger Events / Tender Offers:
	  	Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the
Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction to account for
the economic effect of the event on the Transaction, provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate (as such term is defined in the Indenture) pursuant to any Excluded Provision,
subject to the provisions set forth under “Make-Whole Adjustment” under Section 2 above, provided further that, notwithstanding the foregoing, if the Calculation Agent in good faith disagrees with any adjustment pursuant to the
terms and provisions of the Indenture that is the basis of any calculation or adjustment herein and that involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant to 9.01(i) of the
Indenture), then the Calculation Agent will determine the adjustment to be made to any one or more of the nature of the Shares, Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or
payment for the Transaction in a commercially reasonable manner; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include)
shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the counterparty to the Transaction following such Merger Event or Tender Offer
will not be a corporation or will not be the Issuer following such Merger Event or Tender Offer, then Dealer, in its commercially reasonable discretion, may elect for Cancellation and Payment (Calculation Agent Determination) to apply.
		
	 Nationalization, Insolvency or Delisting:
	  	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in
the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are
immediately


  
 12 









			
		  	re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed
to be the Exchange.
		
	 Additional Disruption Events:
	  	
		
	 Change in Law:
	  	Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words
“(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute),” and (ii) Section 12.9(a)(ii)(X) of the Equity Definitions is
hereby amended by replacing the word “Shares” with the phrase “Hedge Positions”.
		
	 Failure to Deliver:
	  	Applicable
		
	 Hedging Disruption:
	  	Applicable; provided that:
		
		  	 (i)     Section 12.9(a)(v) of the Equity Definitions is hereby amended
by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section:

		
		  	 “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not
be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”;
and

		
		  	 (ii)    Section 12.9(b)(iii) of the Equity Definitions is hereby amended by
inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.

		
	 Increased Cost of Hedging:
	  	Applicable
		
	 Hedging Party:
	  	For all applicable Additional Disruption Events, Dealer.
		
	 Determining Party:
	  	For all applicable Extraordinary Events, Dealer. For the avoidance of doubt, whenever the Determining Party is called upon to determine an amount or make an adjustment pursuant to the terms of this Confirmation or the Equity
Definitions to take into account the effect of an event the Determining Party shall make such adjustment or determination by reference to the effect of such event, assuming that the Dealer maintains a commercially reasonable hedge
position.


  
 13 









			
	 Non-Reliance:
	  	Applicable
		
	 Agreements and Acknowledgments Regarding Hedging Activities:
	  	Applicable
		
	 Additional Acknowledgments:
	  	Applicable
		
	 4.      Calculation Agent.
	  	Dealer. All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. For the avoidance of doubt, whenever the Calculation Agent is called upon to make an
adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent shall make such adjustment or determination by reference to the effect of such event, assuming that
the Dealer maintains a commercially reasonable hedge position.

  

			
	 5.      Account Details.

	
	 (a)    Account for payments to Counterparty:

		
	 Bank:
	  	[    ]
	 ABA#:
	  	[    ]
	 SWIFT:
	  	[    ]
	 Acct Name:
	  	[    ]
	 Acct No.:
	  	[    ]
	
	 Account for delivery of Shares to Counterparty:

	
	 To be provided by Counterparty.

	
	 (b)    Account for payments to Dealer:

		
	 Bank:
	  	[    ]
	 SWIFT:
	  	[    ]
	 ABA#:
	  	[    ]
	 Acct Name:
	  	[    ]
	 Acct No.
	  	[    ]
	
	 Account for delivery of Shares from Dealer:

	
	 To be provided by Dealer.

	
	 6.      Offices.

	
	 (a)    The Office of Counterparty for the Transaction is:
Inapplicable, Counterparty is not a Multibranch Party.

	
	 (b)    The Office of Dealer for the Transaction is:
[    ]

	
	 7.      Notices.

	
	 (a)    Address for notices or communications to
Counterparty:



			
		
	 To:
	  	Groupon, Inc.
		  	600 West Chicago Avenue, Suite 400
		  	Chicago, Illinois 60654


  
 14 









			
	 Attention:
	  	General Counsel
	 Telephone No.:
	  	[    ]
	 Email:
	  	[    ]
	
	 (b)    Address for notices or communications to
Dealer:

		
	 To:
	  	[    ]
	 Attention:
	  	[    ]
	 Telephone No.:
	  	[    ]
	 Facsimile:
	  	[    ]
	 Email:
	  	[    ]

  

			
	 8.      Representations and Warranties of
Counterparty.

	
	 Counterparty hereby represents and warrants to Dealer that each of the representations and warranties of
Counterparty set forth in Section 3.01 of the Investment Agreement (the “Investment Agreement”), dated as of April 3, 2016, between Counterparty and A-G Holdings, L.P., is true and correct and is hereby deemed to be repeated to
Dealer as if set forth herein, provided that any such representation or warranty that is made as of a specific date is true and correct as of such date. Counterparty hereby further represents and warrants to Dealer on the date hereof, on and
as of the Premium Payment Date and, in the case of the representation in Section 8(f), on any date on which Counterparty delivers a Notice of Early Redemption, that:

		
	 (a)
	  	Counterparty has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary
corporate action on Counterparty’s part; and this Confirmation has been duly and validly executed and delivered by Counterparty and constitutes its valid and binding obligation, enforceable against Counterparty in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or
state securities laws or public policy relating thereto.
		
	 (b)
	  	Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or
instrument to which Counterparty or any of its subsidiaries is a party or by which Counterparty or any of its subsidiaries is bound or to which Counterparty or any of its subsidiaries is subject, or constitute a default under, or result in the
creation of any lien under, any such material agreement or instrument.
		
	 (c)
	  	No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except
such as have been obtained or made and such as may be required under the Securities Act or state securities laws.
		
	 (d)
	  	Counterparty is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as
amended.
		
	 (e)
	  	Counterparty is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended).


  
 15 









			
	 (f)
	  	Counterparty and each of its affiliates is not, on the date of this representation, in possession of any material non-public information with respect to Counterparty or the Shares.
		
	 (g)
	  	No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without
limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares.
		
	 (h)
	  	Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (B) will exercise independent
judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing and (C) has total assets of at least $50 million.
		
	 (i)
	  	Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties or taking any position or expressing any view with respect to the
treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging –
Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project.
		
	 (j)
	  	On each of the Trade Date and the Premium Payment Date, Counterparty is not, and will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code)
(the “Bankruptcy Code”)) and Counterparty would be able to purchase 46,296,296 Shares in compliance with the corporate laws of the jurisdiction of its incorporation.
		
	 (k)
	  	Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and
warrants to Dealer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in
Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof and (iv) the assignment, transfer or other disposition of the Transaction
has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws.
		
	 (l)
	  	Counterparty represents and warrants that it has received, read and understands the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled
“Characteristics and Risks of Standardized Options”.
		
	 (m)
	  	Counterparty acknowledges its responsibilities under federal securities laws, and in particular Sections 9 and 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of this Transaction and the Convertible
Notes, including, without limitation, with respect to any exercise or redemption hereunder or thereunder.
	
	 9.      Other Provisions.

		
	 (a)
	  	Opinions. Counterparty shall deliver to Dealer on the Premium Payment Date an opinion of counsel, dated as of such date, with respect to the matters set forth in Sections 8(a) through (c) of this Confirmation
(subject to customary exceptions and qualifications). Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the
Agreement.
		
	 (b)
	  	Conversion Rate Adjustment and Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares or consummates or otherwise executes or engages in any transaction or event (a
“Conversion Rate Adjustment Event”) that would lead to an


  
 16 









			
		  	increase in the Conversion Rate (as such term is defined in and determined with reference to the Indenture), promptly give Dealer a written notice of such repurchase or Conversion Rate Adjustment Event (a “Repurchase
Notice”) on such day if following such repurchase or Conversion Rate Adjustment Event, as the case may be, the number of outstanding Shares as determined on such day is (i) less than 518.8 million (in the case of the first such notice) or
(ii) thereafter more than 106.8 million less than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors,
employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of
the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims,
damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, to which an Indemnified Person may become subject, as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice on
the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for,
providing testimony or other evidence in connection with or defending any of the foregoing, provided that Counterparty shall have no obligations under this Section 9(b) for the fraud, willful misconduct or gross negligence of any Indemnified
Person. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s failure to provide Dealer with a
Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified
Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any
proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any
loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in
respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability
on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and
contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. Dealer shall not have the right to set off any indemnification or contribution amount due from
Counterparty under this Section 9(b), against any obligation of Dealer to Counterparty under the Transaction.
		
	 (c)
	  	Regulation M. Counterparty is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the
requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty shall not, until the second Scheduled Trading Day immediately following the Premium Payment Date, engage in any such distribution.
		
	 (d)
	  	No Manipulation. Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress
or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act.


  
 17 









							
		
	 (e)
	 	Transfer or Assignment.
			
		 	(i)	 	Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”);
provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:
				
		 		 	(A)	  	With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation;
				
		 		 	(B)	  	Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended);
				
		 		 	(C)	  	Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a
manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such
third party and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer;
				
		 		 	(D)	  	Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required
to pay to Counterparty in the absence of such transfer and assignment;
				
		 		 	(E)	  	An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment;
				
		 		 	(F)	  	Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to
determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and
				
		 		 	(G)	  	Counterparty shall be responsible for all commercially reasonable out-of-pocket costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.
			
		 	(ii)	 	Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a rating for its long term, unsecured and
unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used
by Dealer generally for similar transactions, by Dealer or [    ], or (B) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than BBB- by Standard and
Poor’s Ratings Services or its successor (“S&P”), or Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent
rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage
exceeds


  
 18 









							
		 		 	14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using
its commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (after giving effect to such
transfer or assignment and any resulting change in Dealer’s commercially reasonable Hedge Positions) no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion
of the Transaction (the “Terminated Portion”), such that following such partial termination (and giving effect to any resulting change in Dealer’s commercially reasonable Hedge Positions) no Excess Ownership Position exists. In
the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a
Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the
Terminated Portion were the sole Affected Transaction. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to
aggregation of Shares with Dealer and each “group” of which Dealer or such other person is a member or may be deemed a member, in each case under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder, directly or
indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Option Equity Percentage” as of
any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold
by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with
that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares
(“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its
commercially reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including
obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its commercially reasonable discretion, minus (B) 1% of the
number of Shares outstanding.
			
		 	(iii)	 	Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or
from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the
Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance.
		
	 (f)
	 	Staggered Settlement. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an
“Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other
securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.


  
 19 









							
	 (g)
	  	[Reserved.]
		
	 (h)
	  	Additional Termination Event. Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under and determined with reference to the terms of
the Convertible Notes as set forth in Section 6.01 of the Indenture, and the Convertible Notes have been declared due and payable as a result thereof and such declaration has not been rescinded pursuant to Section 6.02 of the Indenture, then such
event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party and (B) the Transaction shall be
the sole Affected Transaction.
		
	 (i)
	  	Amendments to Equity Definitions.
			
		  	(i)	 	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting
the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that
Issuer.”
			
		  	(ii)	 	Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with
“notice to Counterparty” in the first sentence of such section.


							
		
	 (j)
	 	No Setoff; No Collateral. Notwithstanding any provision of the Agreement or any other agreement between the parties to the contrary, the obligations of parties hereunder are not, and shall not be,
secured by any collateral. Notwithstanding anything to the contrary provided in this Confirmation, neither party shall have the right to set off any obligation that it may have to the other party under the Transaction against any obligation such
other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by operation of law or otherwise and each party waives such right.
		
	 (k)
	 	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If in respect of the Transaction, an amount is payable by Dealer to Counterparty (i) pursuant to Section
12.7 or Section 12.9 of the Equity Definitions or (ii) pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Obligation”), Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as
defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, the Tender Offer Date, the Announcement
Date (in the case of Nationalization, Insolvency or Delisting), the Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation
set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii)
of the Agreement, as the case may be, shall apply.
			
		 	Share Termination Alternative:	  	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due
pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of such Payment Obligation in the manner reasonably
requested by Counterparty free of payment.


  
 20 









							
		 	Share Termination Delivery Property:	  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination
Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
			
		 	Share Termination Unit Price:	  	The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of
notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of Share
Termination Delivery Property, to the extent doing so results in a commercially reasonable Share Termination Unit Price.
			
		 	Share Termination Delivery Unit:	  	One Share or, if a Nationalization, Insolvency or Merger Event has occurred and a corresponding adjustment to the Transaction has been made, a unit consisting of the type and amount of such property received by a holder of one
Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.
			
		 	Failure to Deliver:	  	Applicable
			
		 	Other applicable provisions:	  	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions will be applicable as if Physical Settlement applied to the Transaction and the provisions
set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable.


							
		
	 (l)
	 	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the
Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.
		
	 (m)
	 	Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer based on the advice of counsel, the Shares (“Hedge Shares”) acquired by Dealer for the
purpose


  
 21 









							
		 	of effecting a commercially reasonable hedge of its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the Securities Act, Counterparty shall, at its
election, either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act and enter into an agreement, in form and substance satisfactory to
Dealer, substantially in the form of an underwriting agreement for a registered secondary offering; provided, however, that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of
its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the election of Counterparty, (ii) in order to allow Dealer to sell
the Hedge Shares in a private placement, enter into a private placement agreement, and use best efforts to include therein representations and other provisions customary for private placements of equity securities of similar size, in form and
substance commercially reasonably satisfactory to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its commercially reasonable judgment, to compensate Dealer for any
discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares from Dealer at the Relevant Price on such Exchange Business Days, and in the amounts, requested by
Dealer.
		
	 (n)
	 	Tax Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax
structure.
		
	 (o)
	 	Right to Extend. Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with
respect to some or all of the Options hereunder, if Dealer determines, in its commercially reasonable discretion, that such action is reasonably necessary or appropriate to preserve Dealer’s commercially reasonable hedging or hedge unwind
activity hereunder in light of existing liquidity conditions or to enable Dealer to effect transactions in Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer
were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer.
		
	 (p)
	 	Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights against Counterparty with respect to the Transaction that are senior to
the claims of common stockholders of Counterparty in any United States bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a
breach by Counterparty of its obligations and agreements with respect to the Transaction other than during any such bankruptcy proceedings; provided further that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect
of any transactions other than the Transaction.
		
	 (q)
	 	Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code, and the
parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g) 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other
remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or
other property hereunder to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.
		
	 (r)
	 	Notice of Certain Other Events. Counterparty covenants and agrees that:


  
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		 	(i)	 	promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written
notice of the weighted average of the types and amounts of consideration received by the holders of Shares that affirmatively makes such an election (or, if no holders of Shares affirmatively make such an election, the types and amounts of
consideration actually received by the holders of the Shares) (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date
on which such Merger Event is consummated; and
			
		 	(ii)	 	promptly following any adjustment to the terms of the Convertible Notes as set forth in the Indenture (used as reference herein) in connection with any Potential Adjustment Event, Merger Event or Tender Offer,
Counterparty shall give Dealer written notice of the details of such adjustment.
		
	 (s)
	 	Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that
neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend
or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or
the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as defined in the Agreement)).
		
	 (t)
	 	Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell
Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction, (B) Dealer and its affiliates also may be active in the
market for Shares other than in connection with hedging activities in relation to the Transaction, (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be
conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and
volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.
		
	 (u)
	 	Early Unwind. In the event Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a) by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date
as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the
Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any
claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Counterparty
represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.
		
	 (v)
	 	Payment by Counterparty. In the event that, following payment of the Premium, (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an
Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to
Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.


  
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	 (w)
	 	Tax Matters.
			
		 	(i)	 	Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Tax” and “Indemnifiable Tax”, each as defined in Section 14 of the
Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or
official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section
2(d) of the Agreement.
			
		 	(ii)	 	HIRE Act. “Tax” and “Indemnifiable Tax”, each as defined in Section 14 of the Agreement, shall not include any tax imposed on payments treated as dividends from sources within the
United States under Section 871(m) of the Code or any regulations issued thereunder.
			
		 	(iii)	 	Tax documentation. For the purpose of Section 4(a)(i) of the Agreement, Counterparty shall provide to Dealer a valid U.S. Internal Revenue Service Form W-9, or any successor thereto, (i) on or before the date
of execution of this Confirmation and (ii) promptly upon learning that any such tax form previously provided by Counterparty has become obsolete or incorrect. Additionally, Counterparty shall, promptly upon request by Dealer, provide such other tax
forms and documents reasonably requested by Dealer.
			
		 	(iv)	 	Tax Representations. For the purpose of Section 3(f) of the Agreement, Counterparty is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Delaware. Counterparty
is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii).


  
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 Please confirm that the foregoing correctly sets forth the terms of the agreement between Dealer
and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and returning an executed copy to Dealer. 

 

			
	Yours faithfully,
	
	[DEALER]
		
	By:	 	  

		 	Name:
		 	Title:


 Accepted and confirmed 
 as
of the Trade Date: 
  

			
	GROUPON, INC.
		
	By:	 	  

	Authorized Signatory
	Name: