INVESTMENT AGREEMENT by and among GROUPON, INC. and Dated as of April 3, 2016Investment Agreement • April 4th, 2016 • Groupon, Inc. • Services-advertising agencies • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of April 3, 2016, is by and among Groupon, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and A-G Holdings, L.P., a Delaware limited partnership (together with its successors and any permitted transferee that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
GROUPON, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 4, 2016 3.25% CONVERTIBLE SENIOR NOTES DUE 2022Indenture • April 4th, 2016 • Groupon, Inc. • Services-advertising agencies • New York
INDENTURE, dated as of April 4, 2016, between Groupon, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
VOTING AGREEMENT by and among ERIC LEFKOFSKY, GREEN MEDIA, LLC, BRADLEY KEYWELL, RUGGER VENTURES LLC, NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP, NEW ENTERPRISE ASSOCIATES, LLC, and GROUPON, INC. Dated as of April 4, 2016Voting Agreement • April 4th, 2016 • Groupon, Inc. • Services-advertising agencies • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 4, 2016, is by and among Eric Lefkofsky, Green Media, LLC, a Delaware limited liability company, 600 West Groupon LLC, a Delaware limited liability company, Bradley Keywell (each of Eric Lefkofsky and Bradley Keywell, a “Founder”), Rugger Ventures LLC, a Delaware limited liability company, New Enterprise Associates 12, Limited Partnership, a Delaware limited partnership (“NEA”), New Enterprise Associates, LLC, a Delaware limited liability company (each of the foregoing parties, together with any successor or assign pursuant to Section 5.05, a “Shareholder”), A-G Holdings, L.P., a Delaware limited partnership (together with any successor or assign pursuant to Section 5.05, the “Purchaser”), and Groupon, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 5.05, the “Company”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 4th, 2016 • Groupon, Inc. • Services-advertising agencies • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment Agreement”), dated as of March 31, 2016 is among GROUPON, INC., as Borrower (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
