AGREEMENT OF LEASE 600 WEST CHICAGO ASSOCIATES LLC, a Delaware limited liability company,Lease Agreement • July 14th, 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”).
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”).
SUBLEASESublease • July 14th, 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”).
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
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.
Consulting ContractConsulting Contract • July 14th, 2011 • Groupon, Inc. • Services-advertising agencies
FIRST AMENDMENT TO EARN-OUT AGREEMENTEarn-Out Agreement • July 14th, 2011 • Groupon, Inc. • Services-advertising agencies
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 (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 (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.
