0001047469-11-008207 Sample Contracts

EMPLOYMENT AGREEMENT
Employment 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”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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”).

EMPLOYMENT AGREEMENT
Employment 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”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 30, 2010, is entered into by and among Groupon, Inc., a Delaware corporation (the “Purchaser”), Groupon Ludic, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Ludic Labs, Inc., a Delaware corporation (the “Company”), and the person designated from time to time as the Stockholders’ Representative pursuant to that certain Consent, Release and Stockholders’ Representative Agreement dated as of the date hereof (the “Stockholders’ Representative”).

GROUPON, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies • Delaware

THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 17, 2010 (the “Effective Date”), by and among GROUPON, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A, referred to in this Agreement as the “Investors” and each individually as an “Investor.”

August 11, 2010
Letter Agreement • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies

This letter agreement (the “Agreement”) sets forth a binding agreement for the purchase by Groupon B.V., a private limited liability company organized under the laws of the Kingdom of the Netherlands (“Groupon BV”), and each of the undersigned purchasers (together with Groupon BV, the “Purchasers”) of newly issued Preference B Shares (the “Shares”) of Qpod.inc, a Japanese joint stock company (the “Company”). Groupon BV is a wholly-owned subsidiary of Groupon, Inc., a Delaware corporation (“Groupon”), and Groupon is executing this Agreement solely with respect to Sections 3(b), 6, 7, and 8 hereof. The Shares acquired by the Purchasers shall represent, in the aggregate, 55.1% of the total issued and outstanding capital stock of the Company on a fully-diluted basis as of the date hereof, and the Shares acquired by Groupon BV shall represent 50.1% of the total issued and outstanding capital stock of the Company on a fully-diluted basis as of the date hereof.

TRANSITION SERVICES AND SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE
Transition Services and Separation Agreement and Mutual General Release • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies

This Transition Services and Separation Agreement and Mutual General Release (“Agreement”) is being entered into by Groupon, Inc. (“Employer” or “Company”) and Rob Solomon (“Employee”) (together, the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2010 (the “Effective Date”), by and between Groupon, Inc., a Delaware Corporation (the “Company”), and Rob Solomon (“Solomon”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG GROUPON, INC., GROUPON MOBLY, INC., GOODREC, INC. AND THE STOCKHOLDERS’ REPRESENTATIVE (as defined herein) May 6, 2010
Agreement and Plan of Merger • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies • Delaware

AGREEMENT AND PLAN OF MERGER dated as of May 6, 2010 (this “Agreement”), by and among Groupon, Inc., a Delaware corporation (the “Buyer”), Groupon Mobly, Inc., a Delaware corporation (“Acquisition Sub”), and Goodrec, Inc., a Delaware corporation doing business as Mob.ly (the “Company”, and together with the Buyer, Acquisition Sub, and the Stockholders’ Representative (as defined below), the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex I hereto.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 Rob Solomon (“Solomon”), in order to amend the Employment Agreement entered into between the Company and Solomon as of March 15, 2010 (the “Employment Agreement”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • September 23rd, 2011 • Groupon, Inc. • Services-advertising agencies

This Separation Agreement and General Release (“Agreement”) is being entered into by Groupon, Inc. (“Employer”) and Ken Pelletier (“Employee”) (together, the “Parties”).

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