RIGHTS OFFERING BACKSTOP AGREEMENTRights Offering Backstop Agreement • November 13th, 2023 • Groupon, Inc. • Services-advertising agencies • New York
THIS RIGHTS OFFERING BACKSTOP AGREEMENT (this “Agreement”), dated as of November 9, 2023, is by and between Groupon, Inc., a Delaware corporation (the “Company”), and Pale Fire Capital SICAV a.s., a private company organized under the laws of the Czech Republic, on behalf of its subfund Pale Fire Core podfond (the “Backstop Investor”).
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • November 13th, 2023 • Groupon, Inc. • Services-advertising agencies • Delaware
This amended and restated agreement (this “Agreement”) is made and entered into as of November 9, 2023 by and among Groupon, Inc., a Delaware corporation (the “Company”), Pale Fire Capital SE, a private company organized under the laws of the Czech Republic (“Pale Fire SE”), Pale Fire Capital SICAV a.s., a private company organized under the laws of the Czech Republic (“Pale Fire SICAV”), Dusan Senkypl, a citizen of the Czech Republic (“Senkypl”), and Jan Barta, a citizen of the Czech Republic (“Barta” and collectively with Pale Fire SE, Pale Fire SICAV and Senkypl, the “Pale Fire Parties” and each, a “Pale Fire Party”) (each of the Company and the Pale Fire Parties, a “Party” to this Agreement, and collectively, the “Parties”).
