0001193125-14-003599 Sample Contracts

13,825,283 Shares GROUPON, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT

Underwriting Agreement • January 7th, 2014 • Groupon, Inc. • Services-advertising agencies • New York

• Contract Type
  Underwriting Agreement
• Filed
  January 7th, 2014
• Company
  Groupon, Inc.
• Industry
  Services-advertising agencies
• Jurisdiction
  New York

LivingSocial, Inc. (the “Selling Stockholder”), a shareholder of Groupon, Inc., a Delaware corporation (the “Company”), proposes to sell to Morgan Stanley & Co. LLC (“Morgan Stanley”), as the sole underwriter (the “Underwriter”), an aggregate of 13,825,283 shares of Class A Common Stock of the Company, par value $0.0001 per share (the “Shares”).