Purchase of Stock AgreementPurchase of Stock Agreement • June 24th, 2020
This letter agreement (the "Agreement") sets forth a binding agreement for the purchase by Groupon B.V., a private limited liability company organized under the laws of the Kingdom of the Netherlands ("Groupon BV"), and each of the undersigned purchasers (together with Groupon BV, the "Purchasers") of newly issued Preference B Shares (the "Shares") of Qpod.inc, a Japanese joint stock company (the "Company"). Groupon BV is a wholly-owned subsidiary of Groupon, Inc., a Delaware corporation ("Groupon"), and Groupon is executing this Agreement solely with respect to Sections 3(b), 6, 7, and 8 hereof. The Shares acquired by the Purchasers shall represent, in the aggregate, 55.1% of the total issued and outstanding capital stock of the Company on a fully-diluted basis as of the date hereof, and the Shares acquired by Groupon BV shall represent 50.1% of the total issued and outstanding capital stock of the Company on a fully-diluted basis as of the date hereof.
