GROUPON, INC. AND as Trustee INDENTURE Dated as of March 25, 2021Indenture • March 25th, 2021 • Groupon, Inc. • Services-advertising agencies • New York
Article 1Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 Article 2Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . Designation and Amount 14 Section 2.02 . Form of Notes 14 Section 2.03 . Date and Denomination of Notes; Payments of Interest and Defaulted Amounts 15 Section 2.04 . Execution, Authentication and Delivery of Notes 16 Section 2.05 . Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 17 Section 2.06 . Mutilated, Destroyed, Lost or Stolen Notes 24 Section 2.07 . Temporary Notes 25 Section 2.08 . Cancellation of Notes Paid, Converted, Etc 25 Section 2.09 . CUSIP Numbers 25 Section 2.10 . Additional Notes; Repurchases 26 Article 3Satisfaction and Discharge Section 3.01 . Satisfaction and Discharge 26 Article 4Particular Covenants of the Company Section 4.01 . Payment of Principal and Interest 27 Section 4.02 . Maintenance of Office or Agency 27 Section 4.03 . Appointments to Fill
DealerCall Option Transaction • March 25th, 2021 • Groupon, Inc. • Services-advertising agencies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_______] (“Dealer”) and [_______], a Delaware corporation (“Counterparty”) 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. Each party further agrees that this Confirmation together with the Agreement (as defined below) evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
