Dealer] [Address]Warrant Agreement • May 9th, 2016 • Groupon, Inc. • Services-advertising agencies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Groupon, Inc. (“Company”) to [ ] (“Dealer”) 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.
Dealer] [Address]Call Option Transaction • May 9th, 2016 • Groupon, Inc. • Services-advertising agencies
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
