Groupon, Inc. (Form: 8-K, Received: 03/31/2023 07:47:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2023

Commission File Number: 1-35335

Groupon, Inc.

(Exact name of registrant as specified in its charter)

Delaware

27-0903295

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

600 W Chicago Avenue

60654

Suite 400

(Zip Code)

Chicago

Illinois

(312)

334-1579

(Address of principal executive offices)

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

GRPN

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On March 30, 2023, Groupon, Inc. (the “Company”) entered into an Agreement (the “Standstill Agreement”) with Pale Fire Capital SE, Pale Fire Capital SICAV a.s., Dusan Senkypl and Jan Barta, (collectively the “Pale Fire Parties”). Item 5.02 of this Current Report on Form 8-K contains a description of the material terms of the Standstill Agreement, which description is incorporated by reference in this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Interim CEO Appointment and Incentive Plan Amendment

The Company announced that its Board of Directors (the “Board”) appointed Dusan Senkypl as Interim Chief Executive Officer (“Interim CEO”) of the Company, effective on March 30, 2023 (the “Effective Date”). In connection with such appointment, Mr. Senkypl entered into an employment agreement with the Company’s wholly owned subsidiary, Groupon Management, LLC, dated March 30, 2023 (the “Employment Agreement”). Mr. Senkypl will replace Kedar Deshpande, who is no longer serving as the Company’s Chief Executive Officer or a member of the Board as of the Effective Date. In addition, Mr. Senkypl will remain a member of the Board and will step down from his position as a member of the Executive Committee of the Board. Mr. Deshpande intends to assist fully with the transition until at least June 1, 2023.

Mr. Senkypl, who will be based in the Czech Republic, will serve as Interim CEO for a term of one year pursuant to the Employment Agreement or until the Board appoints a permanent successor. The Board expects that Mr. Senkypl will provide reasonable assistance in the transition of any such successor.

Dusan Senkypl, age 47, has served as a member of the Board since June 2022 and as a Partner of Pale Fire Capital SE (“PFC”), the Company’s largest stockholder, and a private equity investment group that invests in ecommerce companies both in Europe and worldwide, since January 2017, where he also served as a director from November 2019 to April 2021, and has served as Chairman of the Board since April 2021. As a Partner in PFC, Mr. Senkypl oversaw PFC’s investments in Aukro s.r.o., the largest Czech online marketplace, where he has served as a director since 2019, Favi online s.r.o., a premiere furniture marketplace, and Rouvy, SE, a global indoor cycling app competing with Zwift Inc., where he has served as Chairman of the Board since 2021. Prior to joining PFC, Mr. Senkypl served as founder and CEO of NetBrokers Holding (“NBH”), which became the largest insurance and finance marketplace in the Czech Republic and Slovakia, from 2014 to December 2018, when it was sold to German media company, Bauer Media Group. Prior to NBH, Mr. Senkypl co-founded and operated multiple ecommerce projects, including ePojisteni.cz, an insurance technology company, where he served as CEO and a director, from 2009 until February 2019. Mr. Senkypl earned his Master’s Degrees in Math and Information Science from Masaryk's University, Brno, Czech Republic. In conjunction with his appointment to Groupon Interim CEO, Mr. Senkypl will be stepping down from day-to-day responsibilities at PFC.

In connection with his appointment as Interim Chief Executive Officer, Mr. Senkypl will receive an annual base salary of approximately $19,000 and on March 30, 2023 (the “Grant Date”) he received a grant of 3,500,000 nonqualified stock options to purchase the Company’s common stock at a per share exercise price of $6.00 (“Options”) under the Groupon, Inc. 2011 Incentive Plan, as amended (the "Plan"). In connection with Mr. Senkypl’s appointment, the Compensation Committee of the Board recommended and the Board approved an amendment to the Plan to allow for the vesting and exercise of the Options prior to the first anniversary of the Grant Date, subject to a majority vote of the Company’s stockholders at the Company’s 2023 annual meeting of stockholders (the “Plan Amendment”).

The Options will expire 3 years from the Grant Date, and will vest 1/2 on the date that is 1 year from the Grant Date and quarterly thereafter in four substantially equal installments, beginning on the date that is 1 year and 3 months from the Grant Date, or if the requisite approval of the Plan Amendment is received, will vest quarterly in eight substantially equal installments, beginning on the date that is 3 months from the Grant Date. Mr. Senkypl will not be permitted to sell, exchange, transfer, assign, pledge or otherwise dispose of any shares of the Company’s common stock issued upon exercise of the Options until a date that is 1 year from the Grant Date. The vesting of Options is subject to (i) Mr. Senkypl’s continued service as Interim or permanent Chief Executive Officer or (ii) Mr. Senkypl’s continued service as a member of the Board on the applicable vesting date, provided that his service as Interim or permanent Chief Executive Officer continues until (x) the appointment of his successor by a majority of the members of the Board unaffiliated with PFC and (y) Mr. Senkypl has agreed to provide reasonable assistance in

the transition of such successor as a member of the Board through the applicable vesting date. Additionally, the Options are subject to the terms and conditions set forth in the Plan, if applicable, the Plan Amendment and in the Nonqualified Stock Option Agreement between the Company and Mr. Senkypl. The descriptions of the Plan Amendment and the Nonqualified Stock Option Agreement are not complete and are qualified by reference to the form of the Plan Amendment and the Nonqualified Stock Option Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Under Mr. Senkypl’s severance benefit agreement, which was executed in connection with his appointment, he will receive severance benefit amounts upon an involuntary termination of employment without Cause or a resignation for Good Reason equal to 12 months of salary, an amount equal to his Company performance bonus for the prior year (if any), the accelerated vesting of outstanding time-based equity awards that are scheduled to vest over the 12 month period following termination, and vesting of a pro-rata portion of his outstanding performance-based equity awards for the applicable performance period (subject to the Compensation Committee’s certification of the performance objectives following the end of the performance period). In the event that Mr. Senkypl’s employment is terminated in connection with a change in control of the Company, he will receive an amount equal to 12 months of salary, a pro rata amount of his target Company performance bonus, and the accelerated vesting of 100% of his outstanding equity awards, provided that a Change in Control (as defined in the severance benefit agreement) shall be deemed not to include a transaction resulting in PFC, together with its affiliated entities and individuals, becoming the direct or indirect beneficial owner of more than fifty percent (50%) of the total combined voting power of the Company’s then‑outstanding securities entitled to vote generally in the election of Board members, unless as a result of a transaction approved by the Board, including by a majority of members of the Board unaffiliated with PFC.

The descriptions of Mr. Senkypl’s compensation terms and severance benefit agreement are not complete and are qualified by reference to the Employment Agreement and severance benefit agreement, which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference. There are no family relationships between Mr. Senkypl and any of the directors or executive officers of the Company. Other than as described in Items 1.01 and 5.02 of this Form 8-K and the Standstill Agreement there is no arrangement or understanding between Mr. Senkypl and any other person pursuant to which Mr. Senkypl was appointed as an officer of the Company. The following is a transaction in which Mr. Senkypl has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In 2022, the Company entered into an agreement with Internet Ventures s.r.o (“IV”) to provide certain technology consulting services to the Company. Mr. Senkypl’s spouse is an owner of IV. Pursuant to the agreement, IV received payments of approximately $160,000 for its services under the agreement for the year ended December 31, 2022.

In connection with the CEO transition, it is expected that Mr. Deshpande will receive the severance benefits provided for under his severance benefit agreement, as previously disclosed, as if his employment were involuntarily terminated without Cause or a resignation for Good Reason. These severance benefits include an amount equal to 12 months of base salary and COBRA benefits and the accelerated vesting of outstanding time-based equity awards that are scheduled to vest over the 12 month period following his termination date. The description of the terms of Mr. Deshpande’s severance benefit agreement is not complete and is qualified by the form of severance benefit agreement filed as Exhibit 10.2 to the Current Report on Form 8-K, filed on December 1, 2021, which is incorporated herein by reference.

A press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Standstill Agreement

In connection with the foregoing and the Company's irrevocable nomination of Messrs. Senkypl and Barta for re-election as members of the Board at the Company's 2023 annual meeting of stockholders, the Company entered into the Standstill Agreement by and among the Company and the Pale Fire Parties. The Standstill Agreement further provides, among other things, that:

•the Pale Fire Parties will be subject to certain customary standstill restrictions, including, among others, (a) with respect to not acquiring beneficial ownership of more than 25% of the shares of the Company’s common stock outstanding, provided, that for purposes of the foregoing ownership limitation any shares (i)

that the Pale Fire Parties or their affiliates acquire or have the right to acquire under the Options, (ii) that the Pale Fire Parties or their affiliates acquire or have the right to acquire with respect to service as a member of the Board or as an officer of the Company, or (iii) underlying any cash-settled total return swap agreements entered into by the Pale Fire Parties or their affiliates referencing shares of the Company’s common stock shall not be counted, (b) not engaging in a proxy solicitation and (c) not making any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, each of the foregoing subject to certain exceptions;

•unless otherwise mutually agreed in writing by each party, the Standstill Agreement will remain in effect until the earlier to occur of (i) 45 days following the date on which Mr. Senkypl ceases to serve for any reason as Interim or permanent Chief Executive Officer of the Company and (ii) 1 year from the date of the Standstill Agreement; and

•the Company will reimburse the Pale Fire Parties for their reasonable documented out-of-pocket costs, fees and expenses incurred in connection with the negotiation and execution of the Standstill Agreement and related matters in an amount not to exceed $25,000.

The description of the Standstill Agreement is not complete and is qualified by reference to the Standstill Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

10.1

Amendment to Groupon, Inc. 2011 Incentive Plan, as amended.**

10.2

Notice of Grant of Stock Option and Nonqualified Stock Option Agreement, dated March 30, 2023.**

10.3

Employment Agreement, dated March 30, 2023.**

10.4

Severance Benefit Agreement, dated March 30, 2023.**

10.5

Agreement, dated March 30, 2023.

99.1

Press Release date d March 31, 2023.*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*The information in Exhibit 99.1 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

** Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			GROUPON, INC.
Date: March 31, 2023
			By: /s/ Damien Schmitz Name: Damien Schmitz Title: Chief Financial Officer

Exhibit 10.1

AMENDMENT TO THE

GROUPON, INC.

2011 INCENTIVE PLAN

This Amendment (this “Amendment”) to the Groupon, Inc. 2011 Incentive Plan (as amended and restated June 15, 2022 and as may be further amended from time to time, the “Plan”) is made as of March 30, 2023. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.

WHEREAS, Section 10 of the Plan permits the Board to amend the Plan, subject, in the case of amendments requiring stockholder approval under the rules of any securities exchange on which the Shares may then be listed, to the approval by the Company’s stockholders of such amendment;

WHEREAS, the Board, at the unanimous recommendation of the Committee, desires to amend the Plan to accommodate the vesting and exercise of the Senkypl Option (as defined below) prior to the first anniversary of the grant of such Option and subject to the terms and conditions as such Option;

WHEREAS, this Amendment shall be submitted to the Company’s stockholders for approval, and shall become effective as of the date on which the Company’s stockholders approve such Amendment (the “Effective Date”);

WHEREAS, if the Company’s stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect;

NOW, THEREFORE, pursuant to Section 10 of the Plan, the Plan is hereby amended as follows, effective as of the Effective Date:

1.Section 2 of the Plan is hereby amended by redesignating the Defined Terms in clauses (aa), (ab), (ac) and (ad) of such Section as Defined Terms in clauses (ab), (ac), (ad) and (ae), respectively, and by adding the following Defined Term:

(aa) “Senkypl Option” means that certain Option granted to Mr. Dusan Senkypl on March 30, 2023 relating to issuance of up to 3,500,000 Shares at an exercise price of $6.00 per share.

2.Section 6.6(c) of the Plan is hereby amended and restated as follows:

(c) The terms and conditions relating to exercise and vesting of an Option or SAR will be established by the Committee to the extent not inconsistent with the Plan, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise or the achievement of Share ownership objectives by the Participant. Notwithstanding the foregoing, except in the case of a Substitute Award and the Senkypl Option, an Option or SAR granted to any employee shall not become exercisable or vested prior to the first anniversary of the date on which it is granted ; provided, however, that the exercisability and vesting of a Participant’s Options and SARs (i) shall be fully accelerated upon the death of the Participant (and such Options or SARs may be exercised at any time within one year after such death but in no event later than the Expiration Date) to the extent that such Options or SARs are solely subject to time-based service requirements and (ii) may be accelerated (in whole or in part), to the extent permitted by, and subject to such terms and conditions determined by the Committee, in the event of the

Participant’s death, disability, retirement, or involuntary termination or in connection with a change in control.

3.Except as expressly amended by this Amendment, all terms and conditions of the Plan shall remain in full force and effect. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment to the Groupon, Inc. 2011 Incentive Plan, as of the date first indicated above.

GROUPON, INC.

By: /s/ Elaine Danigeles

Name: Elaine Danigeles

Title: Interim Head of People

[Signature Page to 2011 Incentive Plan Amendment]

Exhibit 10.2

EXECUTION COPY

GROUPON, INC.

NOTICE OF GRANT OF STOCK OPTION

The Optionee has been granted an option (the “Option”) to purchase certain shares of Stock of Groupon, Inc. pursuant to the Groupon, Inc. 2011 Incentive Plan (Amended and Restated Effective as of June 15, 2022) (the “Plan”), as follows:


Optionee:			Dusan Senkypl
Date of Grant:			March 30, 2023
Number of Option Shares:			3,500,000 Shares of Common Stock
Exercise Price:			$6.00
Vesting Dates:			The Option shall vest as set forth in Section 3.1 of the Stock Option Agreement.
Option Expiration Date:			The date three (3) years after the Date of Grant
Tax Status of Option:			Non-Qualified Stock Option.

The Exercise Price represents an amount the Company believes to be no less than the fair market value of a Share as of the Date of Grant, determined in good faith in compliance with the requirements of Section 409A of the Code. However, there is no guarantee that the Internal Revenue Service will agree with the Company’s determination. A subsequent IRS determination that the Exercise Price is less than such fair market value could result in adverse tax consequences to the Optionee. By signing below, the Optionee agrees that the Company, its directors, officers and shareholders shall not be held liable for any tax, penalty, interest or cost incurred by the Optionee as a result of such determination by the IRS. The Optionee is urged to consult with his or her own tax advisor regarding the tax consequences of the Option, including the application of Section 409A.

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By their signatures below, the Company and the Optionee agree that the Option is governed by this Grant Notice and by the provisions of the Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. The Optionee acknowledges receipt of copies of the Plan and the Stock Option Agreement, represents that the Optionee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions.


GROUPON, INC. By: /s/ Elaine Danigeles Its: Interim Head of People March 30, 2023 Date Address: 600 West Chicago Ave Chicago, IL 60654, USA			OPTIONEE /s/ Dusan Senkypl Signature March 30, 2023 Date Address:

ATTACHMENTS: Groupon, Inc. 2011 Incentive Plan; Stock Option Agreement and Exercise Notice

[Signature Page to Notice of Grant of Stock Option]

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GROUPON, INC.

STOCK OPTION AGREEMENT

The Company has granted to the Optionee, pursuant to a Stock Option Grant Notice (the “Grant Notice”) and the Company’s 2011 Incentive Plan (Amended and Restated Effective as of June 15, 2022) (the “Plan”), an Option to purchase certain shares of Stock, upon the terms and conditions set forth in this Stock Option Agreement (the “Option Agreement”). The Option shall in all respects be subject to the terms and conditions of the Grant Notice and the Plan, the provisions of which are incorporated herein by reference.

1.DEFINITIONS AND CONSTRUCTION.

1.1Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

1.2Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2.TAX CONSEQUENCES.

1.1Tax Status of Option. As indicated in the Grant Notice, the Option is intended to be a Non-Qualified Stock Option, which is not intended to qualify as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

3.EXERCISE OF THE OPTION.

1.1Vesting Rights. Except as otherwise provided herein, the Option shall vest as follows, provided that the Optionee (a) continues service as Interim or Permanent Chief Executive Officer (“CEO”) on such vesting dates or (b) continues service as a director on such vesting dates, provided that his service as Interim or Permanent CEO continues (i) until the earlier of the expiration of the CEO’s employment agreement or appointment of a successor CEO by the majority of the members of the Board who are unaffiliated with Pale Fire Capital SE (“Pale Fire Capital”) and (ii) that Optionee has agreed to provide reasonable assistance in connection with the transition of such successor CEO:

(a)One-half (1/2) of the Number of Option Shares shall vest on the date the is one (1) year after the Date of Grant or, if approved by a majority vote of the Company’s stockholders (the “Stockholder Approval”), then instead (1/8th) of the Number of Option Shares shall vest on each of the dates that is three (3) months, six (6) months, nine (9) months and twelve (12) months after the Date of Grant; and

(b)An additional (1/8th) of the Number of Option Shares shall vest on each of the dates that is fifteen (15) months, eighteen (18) months, twenty-one (21) months and twenty-four (21) after the Date of Grant.

1.2Rights upon Termination.

(a)Non-Change in Control. If the Optionee is involuntarily terminated as Interim or Permanent CEO of the Company or as a director or is otherwise terminated from or not provided with the opportunity to satisfy any of the vesting requirements set forth in this Section 3.2 (the foregoing a “Vesting Termination”) for any reason other than Cause (as defined in the Optionee’s Severance Benefit Agreement dated on or about the date of this Option Agreement (“Severance Benefit Agreement”)), then the Optionee shall immediately vest in all unvested Options that would have vested in the twelve (12) months immediately following Optionee’s date of termination from the Company

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(“Termination Date”). Each of the Executive’s vested Options shall remain exercisable following the Termination Date until the Option Expiration Date. The termination or forfeiture of unvested Options that would otherwise occur on the Termination Date will be delayed to the extent necessary to effectuate the terms of the Severance Benefit Agreement in the event that a Change in Control occurs within six (6) months following the Termination Date. If a Change in Control does not occur within six (6) months following the Termination Date, then the unvested portion of the Options that would otherwise have terminated or been forfeited on the Termination Date shall terminate or be forfeited on the six (6) month anniversary of the Termination Date

(b)Change in Control. If, within one year of a Change in Control that is approved by a majority of the members of the Board who are unaffiliated with Pale Fire Capital, the Optionee is (i) involuntarily terminated as Interim or Permanent CEO or as a director of the Company or is otherwise terminated from or not provided with the opportunity to satisfy any of the vesting requirements set forth in this Section 3.3 for any reason other than Cause or (ii) resigns as Interim or Permanent CEO or as a director of the Company for Good Reason (as defined in the Optionee’s Severance Benefit Agreement), then the Optionee shall be fully vested in all of his Option Shares. Each of Optionee’s vested Options shall remain exercisable until the Option Expiration Date.

1.3Method of Exercise. Exercise of the Option shall be by written notice to the Company which must state the election to exercise the Option, the number of whole Shares which the Option is being exercised and such other representations and agreements as to the Optionee’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. The written notice must be signed by the Optionee and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Company, prior to the termination of the Option as set forth in Section 5, accompanied by (i) full payment of the aggregate Exercise Price for the number of Shares being purchased and (ii) an executed copy, if required herein, of the then current forms of escrow and security agreement referenced below. The Option shall be deemed to be exercised upon receipt by the Company of such written notice, the aggregate Exercise Price, and, if required by the Company, such executed agreements.

1.4Payment of Exercise Price.

(a)Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of Shares for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of whole Shares owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Company common stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the aggregate Exercise Price, (iii) with respect to Options that have been outstanding for at least year, by means of a Cashless Exercise, as defined in Section 3.4(b) or by means of a promissory note, or (v) by any combination of the foregoing. Notwithstanding the foregoing, payment by means of a Cashless Exercise is not authorized to make adequate provision for any federal, state, local or foreign tax withholding obligations of the Optionee or Company, if any, which arise in connection with the Option as discussed in Section 3.5 of this Agreement.

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(b)Limitations on Forms of Consideration.

(i)Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership, of Shares to the extent such tender, or attestation to the ownership, of Shares would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. The Option may not be exercised by tender to the Company, or attestation to the ownership, of Shares unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

(ii)Cashless Exercise. A “Cashless Exercise” means the assignment in a form acceptable to the Company of the proceeds of a sale or loan with respect to some or all of the Shares acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to decline to approve or terminate any such program or procedure. Generally, and without limiting the Company’s absolute discretion, a “cashless exercise” will only be permitted at such times in which the shares underlying the Option are publicly traded.

(iii)Payment by Promissory Note. No promissory note shall be permitted if an exercise of the Option using a promissory note would be a violation of any law. Unless otherwise specified by the Board at the time the Option is granted, the promissory note permitted in clause (iv) of Section 3.4(a) shall be a full recourse note in a form satisfactory to the Company. Such recourse promissory note shall be secured by the Shares acquired pursuant to the then current form of security agreement as approved by the Company. At any time the Company is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations. The Company in its sole discretion, may require the Optionee to pay the unpaid principal balance of the promissory note and any accrued interest thereon upon termination of the Optionee’s service with the Company for any reason, with or without cause.

1.5Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees to make adequate provision for (excluding by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. The Optionee is cautioned that the Option is not exercisable unless the tax withholding obligations of the Company are satisfied. Accordingly, the Optionee may not be able to exercise the Option when desired even though the Option is vested, and the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein.

1.6Certificate Registration. Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, the Optionee’s heirs.

1.7Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of Shares upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of Shares upon exercise would constitute a violation of any applicable

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federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

1.8Issuance of Shares. After satisfying the requirements for the issuance of Shares upon exercise of the Option under Section 3.7 of this Agreement, the Company shall cause to be issued one or more certificate(s) evidencing the Shares for which the Option has been exercised. Until the issuance of the Shares has been recorded and registered with the Company or a duly authorized transfer agent of the Company, no right to vote, receive dividends or any other right as a stockholder will exist with respect to such Shares.

1.9Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

4.NONTRANSFERABILITY OF THE OPTION.

The Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee’s guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Optionee, the Option, to the extent provided in Section 6, may be exercised by the Optionee’s legal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.

5.TERMINATION OF THE OPTION.

The Option shall terminate and may no longer be exercised on the Option Expiration Date.

6.SPECIAL RULES.

1.1Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Section 6.1 is prevented by the provisions of Section 3.7 the Option shall remain exercisable until thirty (30) days after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. The Company makes no representation as to the tax consequences of any such delayed exercise. The Optionee should consult with the Optionee’s own tax advisor as to the tax consequences of any such delayed exercise.

1.2Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.1 of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee’s termination of service, or (iii) the Option Expiration Date. The Company makes no representation as to the tax consequences of any such delayed exercise. The Optionee should consult with the Optionee’s own tax advisor as to the tax consequences of any such delayed exercise.

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7.RIGHTS AS A STOCKHOLDER, EMPLOYEE OR CONSULTANT.

The Optionee shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of a certificate for the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 5.2 of the Plan. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company and the Optionee, the Optionee’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Optionee any right to continue in the service of the Company or interfere in any way with any right of the Company to terminate the Optionee’s service as Chief Executive Officer of the Company, as the case may be, at any time.

8.ESCROW.

1.1Establishment of Escrow. To ensure that shares securing any promissory note will be available for repurchase, the Company may require the Optionee to deposit the certificate evidencing the shares which the Optionee purchases upon exercise of the Option with an agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not require such deposit as a condition of exercise of the Option, the Company reserves the right at any time to require the Optionee to so deposit the certificate in escrow. Upon the occurrence of an Ownership Change Event or a change, as described in Section 5.2 of the Plan, in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this Option Agreement, any and all new, substituted or additional securities or other property to which the Optionee is entitled by reason of the Optionee’s ownership of Shares acquired upon exercise of the Option that remain, following such Ownership Change Event or change described in Section 5.2 of the Plan, subject to the Vested Share Repurchase Option or any security interest held by the Company, shall be immediately subject to the escrow to the same extent as such Shares immediately before such event. The Company shall bear the expenses of the escrow.

1.2Delivery of Shares to Optionee. As soon as practicable after the expiration of the restrictions described in Section 9.1, the escrow agent shall deliver to the Optionee the shares and any other property no longer subject to such restrictions.

9.LEGENDS.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares subject to the provisions of this Option Agreement. The Optionee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Optionee in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I) EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN STOCK OPTION AGREEMENT DATED AS OF MARCH 30, 2023 BETWEEN DUSAN SUSANKYPL AND GROUPON, INC. AND (II) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

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10.RESTRICTIONS ON TRANSFER OF SHARES.

No Shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, (a) March 30, 2024 or (b) in any manner which violates any of the other provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred. Notwithstanding the foregoing, nothing in this Section 10 shall limit or restrict the sale, transfer, exchange or disposal of Shares in connection with any Change in Control.

11.BINDING EFFECT.

Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.TERMINATION OR AMENDMENT.

The Board may terminate or amend the Plan or the Option at any time; provided, however, that except in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in writing. The Company will make commercially reasonable efforts to obtain the Stockholder Approval in connection with the Company’s 2023 Annual Meeting of Stockholders.

13.NOTICES.

Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown on the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

14.INTEGRATED AGREEMENT.

The Grant Notice, this Option Agreement, an Employment Agreement if applicable, and the Plan constitute the entire understanding and agreement of the Optionee and the Company with respect to the subject matter contained herein and therein and there are no agreements, understandings, restrictions, representations, or warranties among the Optionee and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and this Option Agreement shall survive any exercise of the Option and shall remain in full force and effect.

15.APPLICABLE LAW.

The validity, construction and effect of this Option Agreement shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles.

* * * *

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Optionee: ______________

Date: _________________

EXERCISE NOTICE

Groupon, Inc.

Attention: Chief Financial Officer

Ladies and Gentlemen:

1Exercise of Option. I was granted a stock option (the “Option”) to purchase shares of the Common Stock of Groupon, Inc. (the “Company”) on ___________, _________, pursuant to the Company’s 2011 Incentive Plan (Amended and Restated Effective as of June 15, 2022) (the “Plan”), the Stock Option Grant Notice dated ________________, 2023 and the related Stock Option Agreement (together, the “Option Agreement”). I hereby elect to exercise the Option as to a total of ___ shares of the Common Stock of the Company (the “Shares”), all of which have vested in accordance with the Option Agreement.

2Payment. Enclosed herewith is full payment in the aggregate amount of $ ______________ (representing $__________________ per share) for the Shares in the manner set forth in the Option Agreement. I authorize payroll withholding and otherwise will make adequate provision for federal, state, local and foreign tax withholding obligations of the Company, if any.

3Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Option Agreement to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon the my heirs, executors, administrators, successors and assigns. If required by the Company, I agree to deposit the certificate or certificates evidencing the Shares, along with a blank stock assignment separate from certificate executed by me, with an escrow agent designated by the Company, to be held by such escrow agent pursuant to the Company’s standard Joint Escrow Instructions.

4Transfer. I am aware that Rule 144, promulgated under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request.

My address of record is:

My Employee ID Number is:

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I understand that I am purchasing the Shares pursuant to the terms of the Plan and my Option Agreement, copies of which I have received and carefully read and understand.

Very truly yours,

Receipt of the above is hereby acknowledged.

GROUPON, INC.

By:

Title:

Dated:

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Exhibit 10.3

Execution Copy

EMPLOYMENT CONTRACT

THIS EMPLOYMENT CONTRACT (the “Contract”) provides the terms for Dusan Senkypl’s services as Interim Chief Executive Officer of Groupon, Inc. (“Groupon”) and was concluded on March 30, 2023.

BETWEEN:

(1)GROUPON MANAGEMENT, LLC, a Delaware limited liability company, with its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, Corporate ID no. 92-3216079, a subsidiary of Groupon (the “Employer”); and

(2)DUSAN SENKYPL, residing at Jestřábí 493, Osnice, 252 42 Jesenice, Czech Republic, born on 13 September 1975 (the “Employee”) (hereinafter referred to jointly as the “Parties” and individually as the “Party”).

1Basic terms of employment

1.1The Employee shall carry out work in the position of Interim Chief Executive Officer of Groupon (“CEO”), and will report directly to Groupon’s Board of Directors (the “Board”).

1.2In the role of CEO, Employee will have a fiduciary duty to Employer, and Groupon (and its other subsidiaries and affiliates) consistent with those provided for under the laws of the State of Delaware for an officer of a Delaware Corporation. The Board will determine the job specifications of the Employee’s position. The Employee acknowledges that the Board is entitled to unilaterally change the Employee’s job specifications at any time.

1.3The Employee’s place of work is either Prague or Employee’s home address as stated above in this Contract The Employee hereby agrees that in connection with the fulfilment of Employee’s work tasks, the Employer will require Employee to undertake business trips abroad including to Groupon’s Headquarters in Chicago, Illinois (U.S.). The Parties have agreed that for the purposes of the calculation of travel expenses to be reimbursed under Act no. 262/2006 Coll., the Labour Code (the “Labour Code”), the regular workplace of the Employee will be Prague, Czech Republic.

1.4At all times, Employee agrees to abide by Groupon’s policies, procedures, and practices, including those contained in Groupon’s Global Code of Conduct and Insider Trading Policy, a copy of which has been provided to Employee. Employee also agrees that during Employee’s employment, Employee will: (i) devote Employee’s full professional time and attention to Groupon, and will no longer be responsible for the day-to-day management of Pale Fire Capital; (ii) not engage in any employment, business or activity that may harm Groupon’s reputation or good name; (iii) not engage in any other employment or consult for any other business without prior written consent from Groupon’s Board of Directors or its designee; (iv) not serve on any other board of directors without prior written consent from Groupon’s General Counsel (or person acting in that role); and (iv) not assist any person or organization in competing with Groupon, in preparing to compete with Groupon, or in hiring any Groupon employees.

1.5By signing this Contract, the Employee declares that Employee has been acquainted with all rights and duties arising from this Contract, with the legal and financial terms of Employee’s employment and with the relevant health and safety regulations.

Execution Copy

2Term of employment

2.1 The employment hereunder is created on March 30, 2023, which date is stipulated as the date of the commencement of employment (the “Start Date”).

2.2 The employment is concluded for a fixed term of one (1) year.

3Working hours

3.1 The Employee’s working hours shall be distributed unevenly based on the Employer’s needs. A more specific schedule of working hours shall be determined by the Employer in line with the Labour Code.

3.2 The Employee expressly agrees that, in line with the Labour Code, Employee may carry out overtime work in excess of 150 hours per calendar year.

3.3 In line with Section 114 (3) of the Labour Code the Parties have agreed that the Employee’s Salary set out in Section 4.1 below was agreed while taking into account any potential overtime work comprising 150 hours per calendar year.

4Salary and other payments

4.1 The Employee shall be entitled to a base gross monthly salary in the amount of CZK 34,600 (Thirty Four Thousand and Six Hundred Czech crowns) for the work carried out hereunder (the “Salary”). The Salary shall be payable at the latest on the 30th day of each calendar month following the month in respect of which the Salary is paid to the Employee.

4.2 The Employee shall be entitled to options as outlined in the Groupon, Inc. Notice of Grant of Stock Options and Stock Option Agreement which will separately be provided to Employee.

4.3 The Employer shall pay from the Salary and other considerations granted to the Employee all deductions required under the applicable Czech laws. Further, the Employer may also withhold from the Salary and any other form of remuneration, all taxes required by federal, state, local or other laws of countries where the Employee travels for work. During the term of Employee’s employment, the Employee shall immediately inform the Employer of any changes which had or could have an impact on the advance payment of income tax in respect of income from “dependent activity” (in Czech: závislá činnost), social and health insurance and other similar payments.

4.4 The Employee has agreed with the Employer that the Employee’s Salary, as well as any other remuneration paid on the basis of or in line with this Contract, net of any potential deductions and other payments, paid to the Employee on the basis of or under this Contract, will be remitted to the Employee’s bank account maintained by a Czech bank, of which the Employee shall inform the Employer in writing within five (5) working days of the date of the commencement of the Employee’s employment hereunder.

5Annual leave

5.1 The Employee shall be entitled to five (5) weeks (i.e. 25 working days) of annual leave per calendar year. The use of leave by the Employee must be determined or approved by the Board.

Execution Copy

6Sick days

6.1 The Employee shall be entitled to five (5) sick days (i.e. absence due to medical reasons without the necessity to present any confirmation obtained from a physician) per calendar year.

6.2 The Employee shall be entitled to full compensation of Employee’s Salary for the days on which Employee is absent from work due to Employee’s use of such sick days.

7Personal data protection

7.1 In relation to the performance of this Contract, the Employer processes personal data of the Employee, which were provided to the Employer by the Employee or which are acquired by the Employer from other sources. Such personal data is processed for the purpose of performance of the Employer’s obligations under this Contract or relevant statutory obligations, and for the purpose of pursuing legitimate interests of the Employer.

7.2 The Employer will process the personal data in line with the Notice on Personal Data Processing which was provided to the Employee together with the signing of this Contract.

7.3 The Notice on Personal Data Processing provides the Employee with required information relating to the processing of Employee’s personal data by the Employer in relation to the Employee’s employment, including information about the Employee’s rights (in particular the right to access personal data and correction thereof and in certain situation the right to have Employee’s personal data deleted or transferred, request that the scope of processing be limited and the right to raise objection related to processing thereof), retention periods for relevant personal data and the Employer’s obligations related to personal data processing.

8Final provisions

8.1 Any potential invalidity, ineffectiveness or unenforceability of any provision hereof shall have no effect on the validity, effectiveness or enforceability of other provisions hereof. The Parties undertake to replace an invalid, ineffective or unenforceable provision with a new provision whose wording should correspond to the intent of the original provision and this Contract as a whole.

8.2 Any overlooking or forgiveness by any Party of any failure to perform, breach, delay or failure to observe any duty arising hereunder shall not constitute a waiver of such a duty with regard to its continuing or any subsequent failure to perform, breach or failure to observe such duty and no such waiver shall be deemed effective if not expressed in writing in respect of each individual case.

8.3 Except as provided in Section 1.2, this Contract and relationships arising hereunder shall be governed by the Labour Code and other Czech laws.

8.4 Any changes to the Contract must be made in writing in the form of numbered amendments signed by both Parties. Amendments made via e-mail or other means of electronic communication shall not be deemed as having been made in writing.

8.5 The Parties agree on a post termination non-compete clause, IP rights regulation and confidentiality regulation in a separate agreement that was concluded together with this Contract.

Execution Copy

8.6 This Contract shall become valid and effective on the date of signature by both the Parties.

8.7 This Contract has been made in two (2) originals in English. Either Party shall obtain one (1) original of the Contract. The Employee hereby confirms that Employee has sufficient understanding of the English language to fully understand the whole contents of this Contract.

8.8 The Parties declare that they have read this Contract and agree with its wording. In witness whereof, the Parties affix below their signatures as an expression of their true and free will.

8.9 Reference is made to the Indemnification Agreement between Employee and Groupon (the “Indemnification Agreement”). The Parties acknowledge and agree that all rights and benefits of the Employee under the Indemnification Agreement, including, without limitation, rights to indemnification, advancement of expenses, expense reimbursement and insurance, shall apply to any action of inaction of Employee in connection with his services under this Contract. The Employer agrees to pay or cause Groupon to pay on behalf of the Employee the reasonable legal and other outside advisors’ fees incurred by the Employee in connection with this Contract and any other agreements between Employee (or any affiliate of Employee) and the Employer or Groupon; provided, however, that the aggregate amount payable by the Employer and Groupon hereunder and any other such agreement shall not exceed $40,000 without the Employer’s consent.


GROUPON MANAGEMENT, LLC By: Groupon, Inc., its sole member			EMPLOYEE
/s/ Elaine Danigeles Elaine Danigeles Interim Head of People			/s/ Dusan Senkypl Dusan Senkypl

Exhibit 10.4

EXECUTION COPY

GROUPON, INC. SEVERANCE BENEFIT AGREEMENT

This SEVERANCE BENEFIT AGREEMENT (the “Agreement”) is entered into on the 30th day of March, 2023 (the “Effective Date”) between Groupon, Inc. (the “Company”), a Delaware corporation, and Dusan Senkypl (the “Executive”).

WHEREAS, the Executive will continue to serve as a key employee of the Company and the Executive’s continued services and knowledge are valuable to the Company in connection with the management of one or more of the Company’s principal operating facilities, divisions, departments or subsidiaries; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:

1.Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

A.“Board” means the Board of Directors of the Company.

B.“Cause” means:

i.the Executive’s material failure to perform his or her reasonably assigned duties as an employee (other than a failure resulting from the Executive’s disability) after written notice of such failure from the Company, or any of its subsidiaries or affiliates, including Groupon Management, LLC (hereinafter referred to collectively as “Groupon”) describing the failure to perform such duties and a reasonable time to cure of at least thirty (30) days;

ii.the Executive’s engaging in any intentional act of fraud, theft, dishonesty, or falsification with respect to the Groupon;

iii.the Executive’s conviction (including a plea of guilty or nolo contendere) of (a) a felony, (b) a crime of moral turpitude, or (c) a criminal act that prevents the Executive from performing his or her duties with Groupon;

iv.the Executive engaging in gross misconduct or willfully violating Groupon’s Code of Business Conduct or other material written policies of Groupon, including without limitation policies relating to anti-harassment and hostile work environment, insider trading, conflicts of interest, or the treatment of confidential information where such conduct or violation is not cured, if able to be cured within Groupon’s discretion, within ten (10) days of written notice thereof by Groupon; or

v.the Executive’s violation of any federal or state law or regulation applicable to the business of Groupon.

Termination by Groupon shall not be treated as for “Cause” unless Groupon terminates the Executive’s employment within ninety (90) days following Groupon becoming aware of the occurrence of the above conditions.

C.“Change in Control” means the occurrence of either of the following events:

i.an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain in substantially the same proportions immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Board members or, in the case of an Ownership Change Event described in clause (iii) of the definition of Ownership Change Event, the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

ii.approval by the stockholders of a plan of complete liquidation or dissolution of the Company;

provided, however, that a Change in Control shall be deemed not to include: (i) if Pale Fire Capital SE (“Pale Fire”) together with its affiliated entities and individuals, becomes the direct or indirect beneficial owner of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Board members, unless as a result of a transaction approved by the Board, including by a majority of members of the Board unaffiliated with Pale Fire; and/or (ii) a transaction in which a majority of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors. Indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

D.“Change in Control Termination” means an Eligible Termination that occurs during the 12 month period beginning on the date of a Change in Control. A Change in Control Termination also includes an Eligible Termination in circumstances where (i) a Change in Control occurs, and (ii) the Executive’s employment was terminated in an Eligible Termination without Cause within six (6) months prior to the date on which the Change in Control occurs.

E.“Code” means the Internal Revenue Code of 1986, as amended.

F.“Company” means Groupon, Inc., a Delaware corporation.

G.“Covered Equity-Based Award” means a Stock Option, restricted stock unit, performance share unit, or other equity-based award granted under the Incentive Plan; provided, however, that “Covered Equity-Based Award” will not include any awards made under award agreements that expressly state that they are not subject to this Agreement.

H.“Eligible Termination” means the Executive’s “separation from service” (within the meaning of Section 409A) with Groupon that is (i) an involuntary termination of employment by Groupon without Cause, or (ii) a resignation for Good Reason. An Eligible Termination does not include a termination of employment (a) by Groupon for Cause, (b) by the Executive other than for Good Reason, (c) as a result of the Executive’s death, (d) by Groupon due to the Executive’s absence from the Executive’s duties with

Groupon on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness; or (e) Executive’s employment contract terminates at the end of the fixed term. An Eligible Termination also does not include a termination of employment occurring upon a sale of all or part of the business in which the Executive is employed, a merger or other combination, spin-off, reorganization or liquidation, dissolution or other winding up or other similar transaction involving Groupon, in any such case where an offer of comparable employment is made to the Executive by the purchaser, acquirer or successor or surviving entity (including a third-party vendor) concurrently with his or her termination.

I.“Good Reason” means, without the Executive’s express written consent, the occurrence of any of the following events:

i.a material adverse change in the nature or scope of the Executive’s authority, powers, functions, duties, responsibilities, or reporting relationship, provided that it shall not be a material adverse change in Executive’s reporting relationship if the Executive directly reports to the board of directors of the Company or its successor (including Groupon’s or its successor’s ultimate parent company, if any);

ii.a material reduction by Groupon in the Executive’s rate of annual base salary;

iii.the failure of Groupon to continue any material compensation plan in which the Executive is participating, unless the Executive is permitted to participate in other plans providing the Executive with substantially comparable compensation-related benefits, or the taking of any action by Groupon which would adversely affect the Executive’s participation in or materially reduce the Executive’s compensation-related benefits under any such plan;

iv.a change in the Executive’s primary employment location to a location that is more than 50 miles from the primary location of the Executive’s employment immediately before such change. (For the avoidance of doubt, it will not be deemed a change if the office location moves and Executive is not required to report to the new location on a full-time basis and is able to work remotely from a home office or agreed upon location within 50 miles of the current office location); or

v.the failure of Groupon to obtain from any successor or transferee of Groupon an express written and unconditional assumption of Groupon’s obligations under this Agreement, as further described in Section 5.C(ii) of this Agreement.

The Executive’s employment may be terminated by the Executive for Good Reason only if (a) an event or circumstance set forth in this Section 1.I shall have occurred and the Executive provides the Company with written notice thereof within ninety (90) days after the Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the Executive believes constitutes Good Reason, (b) the Company fails to correct the circumstance or event so identified within thirty (30) days after the receipt of such notice, and (c) the Executive resigns within sixty (60) days following the expiration of the cure period referenced in the preceding clause (b).

J.“Incentive Plan” means the Groupon, Inc. 2011 Incentive Plan, as amended from time to time.

K.“Incumbent Director” means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

L.“Multi-Year PSUs” means Covered Equity-Based Awards that are performance based awards granted with a one-year performance period and subsequent service requirements.

M.“Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of Board members; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries).

N.“Section 409A” means Section 409A of the Code and the regulations thereunder.

O.“Single-Year PSUs” means Covered Equity-Based Awards that are performance based awards granted with a one-year performance period and no subsequent service requirement.

P.“Stock Option” means a stock option granted under the Incentive Plan.

Q.“Termination Date” means the date on which an Executive experiences an Eligible Termination.

R.“Time-Based Awards” means Covered Equity-Based Awards whose vesting is based solely on continued service over time (e.g., restricted stock units).

2.Severance Benefits.

A.Eligibility. The provisions of this Section 2 apply only if (i) the Executive experiences an Eligible Termination, (ii) the Executive executes and remains in compliance with Executive’s Employment Contract and Executive’s Confidentiality, Intellectual Property, and Restrictive Covenants Agreement that includes Non-Compete , Non-solicitation and No-Hire clauses, and (iii) the Executive executes a standard mutual separation agreement containing, among other provisions, a release of claims within the time period required under such standard mutual separation agreement following the Termination Date.

B.Basic Cash Severance Payment. Upon an Eligible Termination, the Company shall pay the Executive in a lump sum on the 60th day after the Termination Date (the “Payment Date”) an amount equal to twelve (12) months of the Executive’s annual base salary from the Company and its subsidiaries to the extent not theretofore paid. The Executive agrees that the amount of the Basic Cash Severance Payment includes the statutory severance payment that may be owed to the Executive as an employee employed under Czech law in line with Section 67(1) of Act. No. 262/2006 Coll., the Czech Labor Code, and no additional statutory severance would be owed to Executive. In the event of a Change in Control Termination, the Company shall pay the Executive, in addition to the payment provided for in the preceding sentence, in a lump sum on the Payment Date, or, if later, on the 20th day after the date on which a Change in Control occurs, an amount equal to

the Executive's target annual cash incentive award for the year of such Change in Control Termination (to the extent not theretofore paid) multiplied by a fraction, the numerator of which is the number of days of Executive's employment during the calendar year of such Change in Control Termination, and the denominator of which is the number of days in the calendar year in which the Change in Control Termination occurs.

C.Equity Award Vesting Acceleration.

i.Upon an Eligible Termination that is not a Change in Control Termination, the vesting and exercisability of the Executive’s Covered Equity-Based Awards shall be accelerated to the extent provided in Exhibit 1.

ii.Upon a Change in Control Termination, the vesting and exercisability of the Executive’s Covered Equity-Based Awards shall be accelerated to the extent provided in Exhibit 2.

3.Additional Change in Control Provisions.

A.Obligations of the Executive. Notwithstanding anything to the contrary which may be included in any other employment contract entered into between the Executive and the Groupon, the Executive agrees that in the event any person or group attempts a Change in Control, the Executive shall not voluntarily leave the employ of Groupon without Good Reason (i) until such attempted Change in Control terminates or (ii) if a Change in Control shall occur, until ninety (90) days following such Change in Control.

B.Section 4999 Excise Tax.

i.The Company agrees to use commercially reasonable efforts to explore with Executive appropriate opportunities to mitigate the impact, if any, of the Excise Tax arising under this Agreement. Anything in this Agreement to the contrary notwithstanding, in the event it is determined that (a) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its subsidiaries) or any entity that effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of the Executive (whether pursuant to this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (b) the reduction of the amounts payable to the Executive under this Agreement to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after-tax amount than if such amounts were not reduced, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the Safe Harbor Cap. The reduction of the amounts payable hereunder, if applicable, shall be made to the extent necessary in the following order: (1) the acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of the stock subject to the award and of other equity awards, provided that such the value of such acceleration is not permitted to be determined under Treasury Regulation Section 1.280G-1, Q/A-24(c); (2) the payment under Sections 2.B and 2.C; (3) any equity awards accelerated pursuant to Section 2.D or otherwise valued at full value, provided that the value of such acceleration is not permitted to be determined under Treasury Regulation Section 1.280G-1, Q/A-24(c); (4) the acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of the stock subject to the award and other equity awards, provided that the value of such acceleration is permitted to be determined under

Treasury Regulation Section 1.280G-1, Q/A-24(c); and (5) the acceleration of vesting of all other stock options and equity awards on a basis resulting in the highest amount retained by the Executive. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amounts payable hereunder would not result in a greater after-tax result to the Executive, no amounts payable under this Agreement shall be reduced pursuant to this provision.

ii.All determinations required to be made under this Section 3.B shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event (a) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (b) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (c) the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. If Payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by the Executive without a reduction in Payments, the Accounting Firm shall provide a written opinion to the Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be binding upon the Company and the Executive (except as provided in Section 5.C below).

iii.If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that Payments have been made to, or provided for the benefit of, the Executive by the Company which are in excess of the limitations provided in this Section (referred to hereinafter as an “Excess Payment”), the Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination, it is possible that Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made under this Section. In the event that it is determined (a) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS or (b) pursuant to a determination by a court, that an Underpayment has occurred, the Company shall pay an amount equal to such Underpayment to the Executive within ten (10) days of such determination

together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive until the date of payment. The Executive shall cooperate, to the extent the Executive’s expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the IRS in connection with the Excise Tax or the determination of the Excess Payment. Notwithstanding the foregoing, in the event that amounts payable under this Agreement were reduced pursuant to Section 3.B(i) and the present value of any Payment is subsequently re-determined by the Accounting Firm within the context of Treasury Regulation Section 1.280G-1 Q/A 33 that reduces the value of the Payment, the Company shall promptly pay to Executive any amounts payable under this Agreement that were not previously paid solely as a result of Section 5.A, subject to the Safe Harbor Cap.

iv.A payment or reimbursement of expenses described in this Section 3 shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall such right to payment or reimbursement be subject to liquidation or exchange for another benefit.

4.Section 409A.

A.In General. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A, the Company does not represent or warrant that this Agreement will comply with Section 409A or any other provision of federal, state, local or non-United States law.

B.Prohibition on Acceleration of Payments. The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, or pursuant to the terms of any other employment agreement or compensation arrangement entered into between the Executive and the Company or any of its subsidiaries, may not be accelerated hereunder, or under any such other employment agreement or other compensation arrangement, except as permitted under Section 409A.

C.Delay Period. In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short-term deferral” for purposes of Section 409A and is not otherwise exempt from the provisions of Section 409A, and the Executive is determined to be a “specified employee” under Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six (6) months after the Executive’s termination of employment with Groupon Management, LLC (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this

Section 4.C shall be paid to the Executive in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

5.Miscellaneous.

A.Withholding Taxes. The Company may withhold from all payments due to the Executive hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

B.Scope of Agreement. Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with Groupon Management, LLC.

C.Successors; Binding Agreement.

i.This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

ii.The Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in Section 5.C(i), it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive, all of the obligations of the Company hereunder.

iii.This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.

D.Notices.

i.For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed (a) if to the Executive, to the last known residential address on file for the Executive with the Company, and if to the Company, attention General Counsel, with a copy to the Secretary, or (b) to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

ii.A written notice of the Executive’s Termination Date by the Company or the Executive, as the case may be, to the other, shall (a) indicate the specific termination provision in this Agreement relied upon, (b) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (c) specify the Termination Date (which date shall be not less than

fifteen (15) days after the giving of such notice). The failure by the Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

E.Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

F.Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.

G.Entire Agreement. Except to the extent expressly provided herein, this Agreement constitutes the entire understanding between the parties with respect to the Executive’s severance pay and benefits in the event of a termination of the Executive’s employment with Groupon Management, LLC and supersedes any other agreement, whether written or unwritten, with respect thereto.

6.Full Settlement; Resolution of Disputes.

A.The Company’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.

B.If there shall be any dispute between the Company and the Executive in the event of any termination of the Executive’s employment, then unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive under Section 2, the Company shall pay all amounts, and provide all benefits, to the Executive that the Company would be required to pay or provide pursuant to Section 2 as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this Section 6.B except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

C.If any contest or dispute shall arise under this Agreement involving termination of the Executive’s employment or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse the Executive, on a current basis, for all legal fees and expenses, if any, incurred by the Executive in connection with such contest or dispute; provided, however, that in the event the resolution of any such contest or dispute includes a finding denying, in total, the Executive’s claims in such contest or dispute, the Executive shall be required to reimburse the Company, over a period of twelve (12) months from the date of such resolution, for all sums advanced to the Executive pursuant to this Section 6.C. Payment or reimbursement of expenses described in this Section 6.C shall be made promptly and

in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall the right to payment or reimbursement be subject to liquidation or exchange for another benefit.

7.Agreement Modification, Waiver, or Termination.

A.Subject to Section 7.B, no provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by the Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

B.The Company shall have the right prior to a Change in Control, in its sole discretion, pursuant to action by the Board, to approve the termination of this Agreement, which termination shall not become effective until the date fixed by the Board for such termination, which date shall be at least 120 days after notice thereof is given by the Company to the Executive in accordance with Section 5.D; provided, however, that no such action shall be taken by the Board during any period of time when the Board has knowledge that any person has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, such person has abandoned or terminated its efforts to effect a Change in Control; and provided, further, that in no event shall this Agreement be terminated during the 12-month period commencing on the date of a Change in Control.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Agreement as of the Effective Date.

Groupon, Inc.

/s/ Elaine Danigeles

Elaine Danigeles

Interim Head of People

Executive

/s/ Dusan Senkypl

Dusan Senkypl

EXHIBIT 1

Vesting Acceleration Upon an Eligible Termination (Non-Change in Control Termination)

The effect on the Executive’s Covered Equity-Based Awards of an Eligible Termination that is not a Change in Control Termination is as follows (subject to the terms of the Agreement, including but not limited to Section 2.A thereof):

(a) Immediately upon the Executive’s Termination Date, the portion of the Executive’s unvested Time-Based Awards that is scheduled to vest during the twelve (12) month period beginning on the Termination Date shall immediately vest and, for such Time-Based Awards other than Stock Options, be paid on the Payment Date. In addition, if an Eligible Termination occurs after the first vesting date of any outstanding Multi-Year PSUs, then any portions of such Multi-Year PSUs earned thereunder that are subject to continued service following the first vesting date shall be considered “Time-Based Awards” for purposes of this paragraph 1(a) and treated accordingly.

(b) With respect to outstanding Single-Year PSUs, immediately upon the Executive’s Termination Date, Executive shall be eligible to earn the amount of any such Single-Year PSUs for the annual performance period in which the Termination Date occurs equal to the full number of shares for such Single-Year PSUs, with the actual amount earned under such award, if any, to be based on and subject to actual performance results as certified by the Committee following such performance period and paid within thirty (30) days of the Committee’s certification. In addition, if an Eligible Termination occurs prior to the first vesting date of any Multi-Year PSUs, then such Multi-Year PSUs will be governed by the pro-rata vesting provision of this paragraph 1(b) but only with respect to the portion of the award scheduled to vest on that first vesting date and the remainder of such award will be forfeited (e.g., if a total of 1,000 PSUs were earned for the full award based on the Company’s performance and 250 PSUs were scheduled to vest on the first vesting date, the maximum amount of additional vesting the Participant could receive in this termination scenario would be up to these 250 PSUs, and the remaining 750 PSUs would be forfeited).

2. Each of the Executive’s vested Stock Options shall remain exercisable following the Termination Date until the expiration of the term of the Stock Option (as set forth in the Stock Option agreement). The termination or forfeiture of the unvested portion of the Stock Options that would otherwise occur on the Date of Termination will be delayed to the extent necessary to effectuate the terms of this Agreement in the event that a Change in Control occurs within six (6) months following the Termination Date. If a Change in Control does not occur within (6) months following the Termination Date, then the unvested portion of the Executive’s Stock Options that would otherwise have terminated or been forfeited on the Termination Date shall terminate or be forfeited on the six (6) month anniversary of the Termination Date.

3. Notwithstanding anything to the contrary in this Exhibit 1, the timing of payment of any Covered Equity-Based Award that provides for the “deferral of compensation” (as such term is defined under Section 409A) may not be accelerated except as otherwise permitted under Section 409A.

EXHIBIT 2

Vesting Acceleration Upon a Change in Control Termination

The effect on the Executive’s Covered Equity-Based Awards of a Change in Control Termination are as follows (subject to the terms of the Agreement, including but not limited to Section 2.A thereof):

1. Immediately upon the Executive’s Termination Date, or, if later, the Change in Control date, one-hundred percent (100%) of the Executive’s outstanding Covered Equity-Based Awards (or equity awards granted in substitution therefor by an acquirer of, or successor to, the Company) that are not otherwise vested shall become immediately vested, with any performance based conditions for such awards (with respect to the performance period in which the Termination Date occurs) deemed satisfied at the target level and, for such Covered Equity-Based Awards other than Stock Options, be paid on the Payment Date or, if later, on the 20th day after the date on which the Change in Control occurs; provided, however that the Change in Control was pursuant to a Transaction approved by a majority of the members of the Board who are unaffiliated with Pale Fire. In the event that a Change in Control Termination occurs on a date that precedes the Change in Control date, any Covered Equity-Based Awards that were accelerated by application of Exhibit 1 shall count toward satisfying the accelerated vesting described in the preceding sentence.

3. Notwithstanding anything to the contrary in this Exhibit 2, the timing of payment of any Covered Equity-Based Award that provides for the “deferral of compensation” (as such term is defined under Section 409A) may not be accelerated except as otherwise permitted under Section 409A.

Exhibit 10.5

Execution Copy

AGREEMENT

This agreement (this “Agreement”) is made and entered into as of March 30, 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”).

RECITALS

WHEREAS, as of the date hereof, the Pale Fire Parties have a beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”)) interest in the shares of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”) totaling, in the aggregate, 6,717,066 shares (“Pale Fire Parties’ Current Beneficial Ownership Position”), or approximately 21.9% of the issued and outstanding shares of Common Stock based upon the Company’s Form 10-K filed on March 16, 2023;

WHEREAS, as of the date hereof, each of Senkypl and Barta serve as members of the Board of Directors of the Company (the “Board”) and the Board has determined to irrevocably nominate each of Senkypl and Barta for re-election as members of the Board at the Company’s 2023 Annual Meeting of Stockholders; and

WHEREAS, as of the date hereof, the Board has determined to appoint Senkypl as Interim Chief Executive Officer of the Company subject to, among other things, the agreement of the Parties to the matters set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1.Standstill Provisions.

(a)Prior to the Termination Date (as defined below), except as otherwise provided in this Agreement, without the prior written consent of the Board, the Pale Fire Parties shall not, and the Pale Fire Parties shall cause each of their controlled Affiliates and Associates (each as defined below) not to, in each case directly or indirectly, in any manner:

(i)engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, the “securities of the Company”);

(ii)form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any persons who are not Affiliates or Associates of the Pale Fire Parties with respect to any securities of the Company;

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(iii)deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, other than (A) any such voting trust or arrangement solely among the Pale Fire Parties and their Affiliates and Associates, (B) customary brokerage accounts, margin accounts and prime brokerage accounts or (C) otherwise in accordance with this Agreement;

(iv)seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to the Company;

(v)(A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company or through any action by written consent of stockholders or referendum of stockholders of the Company, (B) publicly comment on any third party proposal regarding any merger, takeover, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination or similar transaction with respect to the Company and/or any of its subsidiaries prior to it being made public or (C) call or seek to call a special meeting of stockholders or take or seek to take action by written consent of stockholders;

(vi)acquire, offer or propose to acquire, or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in the Pale Fire Parties (together with their controlled Affiliates) owning, controlling or otherwise having any beneficial ownership (as determined under Rule 13d-3 of the Exchange Act) interest in more than 25% of the shares of Common Stock outstanding at such time (as adjusted for any stock splits, reclassifications, combinations, stock dividends or similar actions by the Company); provided, that for purposes of the foregoing beneficial ownership limitation, it is understood and agreed that any shares (A) acquired or underlying the Option Award (as defined below), (B) acquired or underlying any award or grant from the Company with respect to service as a director or officer of the Company, or (C) underlying any cash-settled total return swap agreements referencing shares of Common Stock, in each case acquired or owned by the Pale Fire Parties or any of their Affiliates, shall not be counted for the purpose of determining the beneficial ownership interest of the Pale Fire Parties under this section 1(a)(vi) ; or

(vii)make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party.

(b)Notwithstanding anything in Section 1(a) or elsewhere in this Agreement, the Pale Fire Parties shall be entitled to (i) vote any shares of Common Stock that they beneficially own as the Pale Fire Parties determine in their sole discretion and (ii) disclose, publicly or otherwise, how they intend to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company and the reasons therefor.

(c)Notwithstanding anything in Section 1(a) or elsewhere in this Agreement, nothing in this Agreement shall prohibit or restrict the Pale Fire Parties from (i) communicating privately with the Board or any of the Company’s officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (ii) communicating with stockholders of the Company and

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others in a manner that does not otherwise violate Section 1(a) or (iii) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has jurisdiction over the Pale Fire Parties.

(d)Nothing in Section 1(a) or elsewhere in this Agreement shall be deemed to limit the exercise in good faith by (A) Senkypl of his fiduciary duties in his capacities as a director or officer of the Company or (B) Barta of his fiduciary duties in his capacity as a director of the Company.

(e)For purposes of this Agreement, “Option Award” shall mean that certain Option Award dated as of the date hereof related to the grant to Senkypl of 3,500,000 non-qualified options under the Company’s 2011 Incentive Plan.

(f)For purposes of this Agreement, the terms “Affiliate” and “Associate” shall have the meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; provided, however, that such terms shall not include any publicly-traded portfolio companies of the Pale Fire Parties; provided, further, that, for purposes of this Agreement, no Pale Fire Party shall be deemed an Affiliate or Associate of the Company and the Company shall not be deemed an Affiliate of any Pale Fire Party.

2.Representations and Warranties of the Company.

The Company represents and warrants to the Pale Fire Parties that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, and assuming due execution by each counterparty hereto, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or material agreement to which the Company is a party or by which it is bound.

3.Representations and Warranties of the Pale Fire Parties.

The Pale Fire Parties represent and warrant to the Company that (a) the authorized signatory of the Pale Fire Parties set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind the Pale Fire Parties thereto, (b) this Agreement has been duly authorized, executed and delivered by the Pale Fire Parties, and assuming due execution by the Company, is a valid and binding obligation of the Pale Fire Parties, enforceable against the Pale Fire Parties in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the Pale Fire Parties as currently in effect, (d) the execution, delivery and performance of this Agreement by the Pale Fire Parties do not and will not (i)

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violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Pale Fire Parties, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to the Pale Fire Parties are a party or by which they are bound, (e) as of the date of this Agreement, the Pale Fire Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) the Pale Fire Parties’ Current Beneficial Ownership Position and (f) as of the date hereof, and except as set forth in clause (e) above or in connection with the Option Award or any equity awards or grants previously made by the Company to Senkypl or Barta, the Pale Fire Parties do not currently have, and do not currently have any right to acquire, any interest in any securities or assets of the Company or its Affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or assets or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of shares of Common Stock or any other class or series of the Company’s stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement).

4.Publicity.

In connection with the execution of this Agreement, the Company shall issue a mutually agreeable press release in the form attached hereto as Exhibit A (the “Press Release”) announcing the appointment of Senkypl as Interim Chief Executive Officer and related matters, including certain terms of this Agreement. Prior to the issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor the Pale Fire Parties shall issue any press release or make any public announcement regarding this Agreement or the matters contemplated hereby without the prior written consent of the other Party. Prior to the Termination Date, neither the Company nor the Pale Fire Parties shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement. Notwithstanding the foregoing, the Company acknowledges that the Pale Fire Parties may file this Agreement as an exhibit to their Schedule 13D within two (2) business days of the execution of this Agreement. The Company shall be given a reasonable opportunity to review and comment on any Schedule 13D filing made by the Pale Fire Parties with respect to this Agreement, and the Pale Fire Parties shall give reasonable consideration to any reasonable comments of the Company. The Pale Fire Parties acknowledge and agree that the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K and other filings with the SEC. The Pale Fire Parties shall be given a reasonable opportunity to review and comment on any Current Report on Form 8-K or other filing with the SEC made by the Company with respect to this Agreement, and the Company shall give reasonable consideration to any reasonable comments of the Pale Fire Parties.

5.Specific Performance.

Each of the Pale Fire Parties, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto may occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury may not be adequately compensable by

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the remedies available at law (including the payment of money damages). It is accordingly agreed that the Pale Fire Parties, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 5 is not the exclusive remedy for any violation of this Agreement.

6.Termination.

(a)Unless otherwise mutually agreed to in writing by each Party, this Agreement shall terminate upon the earlier to occur of (i) forty-five (45) days following the date on which Senkypl shall cease to serve for any reason as Interim Chief Executive Officer or Chief Executive Officer of the Company and (ii) one (1) year from the date hereof (such date, the “Termination Date”). Upon the Termination Date, this Agreement shall forthwith become null and void, but no termination shall relieve any Party from liability for any breach of this Agreement prior to such termination. Notwithstanding the foregoing, this Section 6 and Sections 7, 9, 10 and 14 shall survive the termination of this Agreement.

7.Expenses.

All fees, costs and expenses incurred in connection with this Agreement and all matters related hereto will be paid by the Party incurring such fees, costs or expenses. Notwithstanding the foregoing, within ten (10) business days of the receipt of reasonable documentation, the Company shall reimburse the Pale Fire Parties for their reasonable documented out of pocket fees and expenses, including legal fees incurred in connection with the negotiation and entry into this Agreement and the matters related thereto, in an amount not to exceed $25,000.

8.Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

9.Notices.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (c) two (2) business days after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and email addresses for such communications shall be:

If to the Company:

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Groupon, Inc.
600 W. Chicago Ave.
Chicago, Illinois 60654
E-mail:			ddrobny@groupon.com
Attention:			Dane Drobny

With a copy (which will not constitute notice) to:

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

Email: sgavin@winston.com

Attention: Steven J. Gavin

If to the Pale Fire Parties:


Pale Fire Capital SE
Žatecká 55/14
110 00 Prague, Czech Republic
Email:			dusan@palefire.com
Attention:			Dušan Šenkypl

With a copy (which will not constitute notice) to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Email: rnebel@olshanlaw.com

Attention: Ryan Nebel

10.Applicable Law.

This Agreement and all claims and causes of action hereunder, whether in tort or contract, or at law or in equity, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof that would result in the application of the law of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, whether in tort or contract or at law or in equity, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any

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legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Without limiting the foregoing, each Party agrees that service of process as provided in Section 9 shall be deemed effective services of process on such Party.

11.Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

12.No Litigation.

Prior to the Termination Date, each Party hereby covenants and agrees that it shall not, and shall not permit any of its representatives acting on its behalf to, directly or indirectly, alone or in concert with others, encourage, pursue, threaten or initiate any lawsuit, claim or proceeding before any court (each, a “Legal Proceeding”) against the other Party, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement; (b) counterclaims with respect to any Legal Proceeding initiated by, or on behalf of one Party or its Affiliates against the other Party or its Affiliates; (c) any Legal Proceeding initiated primarily to exercise a Party’s statutory appraisal rights; or (d) any Legal Proceeding initiated primarily by the Pale Fire Parties to receive damages or settlement proceeds in their capacities as stockholders of the Company in connection with a class action proceeding brought by a named plaintiff other than the Pale Fire Parties; provided, however, that the foregoing shall not prevent any Party or any of its representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a “Legal Requirement”) in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such Party or any of its representatives acting on its behalf; provided, further, that in the event any Party or any of its representatives receives such a Legal Requirement, such Party shall give prompt written notice of such Legal Requirement to the other Party (except where such notice would be legally prohibited or not practicable). Each Party represents and warrants that, as of the date of this Agreement, it has not filed any lawsuit against the other Party.

13.Securities Laws.

The Pale Fire Parties acknowledge that they understand their obligations under the U.S. securities laws. Subject to compliance with such laws, the Pale Fire Parties shall in any event be free to trade or engage in such transactions during periods when the members of the Board are permitted to do so, and the Company shall notify the Pale Fire Parties reasonably in advance when such “open window” trading periods begin and end. The Company acknowledges that none of the provisions herein shall in any way limit the activities of the Pale Fire Parties in their respective ordinary course of businesses if such activities do not violate applicable securities laws or the obligations specifically agreed to under this Agreement. For the avoidance of doubt, it is understood and agreed that any restrictions contained in any policies, procedures, processes, codes, rules, standards and guidelines applicable to other directors of the Company (collectively, the “Company Policies”) that are applicable to Senkypl and Barta (in their capacities as officers or directors of the Company), including any restrictions on pledging or making purchases on margin of securities of the Company, entering into derivative or hedging arrangements designed

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to offset a decrease in the value of the Company’s securities or otherwise trading the Company’s securities during open window trading periods shall be deemed to apply to the Pale Fire Parties (and any of their controlled Affiliates). Other than pursuant to an approved Rule 10b5-1 trading plan, it is understood and agreed that, consistent with the Company Policies, the Pale Fire Parties (and any of their controlled Affiliates) shall not be free to trade in the Company’s securities (including, without limitation entering into cash-settled total return swap agreements referencing shares of Common Stock) during “open window” trading periods without the prior approval of the Company (which approval shall not be unreasonably withheld), and shall be prohibited from trading during blackout periods established by the Company and generally applicable to all of the Company’s directors. In addition, nothing contained in this Agreement shall restrict the ability of the Pale Fire Parties from purchasing, selling or otherwise trading securities of the Company pursuant to any Rule 10b5-1 trading plan adopted in accordance with applicable law and the Company Policies.

14.Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries; Term.

This Agreement contains the entire understanding of the Parties with respect to its subject matter. Except for the additional documentation in connection with the appointment of Senkypl as Interim Chief Executive Officer of the Company and the Option Award, there are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and the Pale Fire Parties. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to the Pale Fire Parties, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Pale Fire Parties. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

[The remainder of this page intentionally left blank]

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Execution Copy

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first written above.



COMPANY: Groupon, Inc.

By:						/s/ Damien Schmitz
						Name: Damien Schmitz
						Title: Chief Financial Officer



PALE FIRE PARTIES: Pale Fire Capital SE

By:						/s/ Dusan Senkypl
						Name: Dusan Senkypl
						Title: Chairman of the Board



Pale Fire Capital SICAV a.s.

By:						/s/ Martin Trpak
						Name: Martin Trpak
						Title: Authorized Representative


						/s/ Dusan Senkypl
						Dusan Senkypl

						/s/ Jan Barta
						Jan Barta

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Execution Copy

Exhibit A

[Press Release]

[See exhibit 99.1 filed with this Form 8-K on March 31, 2023]

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Exhibit 99.1

Groupon Announces CEO Transition

Dusan Senkypl - Co-Founder of Pale Fire Capital - Appointed Interim CEO, Effective Immediately

Focus On Operational Excellence to Unlock Groupon’s Potential

CHICAGO--(BUSINESS WIRE)-- Groupon, Inc. (NASDAQ: GRPN), a leading destination for local services & experiences, announced that its Board of Directors (Board) has appointed Dusan Senkypl, co-founder of Pale Fire Capital and a member of the Board, to the role of interim Chief Executive Officer, effective immediately. Mr. Senkypl, who will be based in the Czech Republic, will remain on the Groupon Board of Directors. Mr. Senkypl succeeds Kedar Deshpande, who has stepped down as CEO and Director of Groupon and will serve as an advisor to the company for 60 days to aid in a smooth transition.

“Dusan is a proven leader and operator and his experiences leading transformations, building successful internet products and helping grow a marketplace similar to Groupon uniquely position him to step in as our interim CEO at this critical time,” said Ted Leonsis, Chairman of the Groupon Board of Directors. “Since he joined the Board, Dusan has been very engaged as a director, providing important oversight on Groupon’s strategy and strengths and helping the company identify areas in need of improvement. Given this, we believe that he will seamlessly transition into this new leadership role and help the company execute against and continue to refine the supply-led transformation strategy we announced during our fourth quarter earnings call. The Board is focused on accelerating Groupon’s transformation and we are confident that Dusan can help us reach this important goal. We are very excited to see the progress the company can make this year with Dusan as interim CEO.”

“I have a deep appreciation for the dedication that has gone into building this company and am honored to guide Groupon through its transformation and turnaround,” said Mr. Senkypl. “With unique local inventory, over 14 million active local customers and millions of visitor sessions per month, Groupon has valuable assets capable of fueling significant growth when paired with operational excellence. I am excited to build on that foundation to further scale the company’s marketplace and drive increased value for all stakeholders. I have built multiple businesses from the ground up that operated at scale with hundreds of millions of users, and I believe I know what we need to do at Groupon to take the company to the next level.”

Mr. Senkypl added, “After the January restructuring announcement and with the recent amendment to our credit facility, the company has a solid financial foundation to support our transformation this year. From my perspective, Groupon has a clear target environment where the business can compete and win. Our vision is to become the ultimate destination for local services and experiences, a marketplace where trust and value are core to our consumer and merchant value propositions. We operate in a large and attractive market and Groupon is uniquely positioned to extend its market leadership. I believe that we have the right assets in

Exhibit 99.1

place to transform, but we need to do a much better job of incorporating operational excellence into everything we do. We are taking steps to ensure that we have the strong management team and operating systems in place to empower Groupon to make bolder decisions more quickly and ensure that our global team has the utmost clarity on our initiatives and goals. As we improve our execution by following a comprehensive transformation plan, I believe we can increase the value we deliver to our customers and merchant partners, and return the company to growth. I look forward to working closely with the Board and the talented team at Groupon to delight customers, help hard working merchant-partners grow their businesses and build an enduring brand and category leader.”

“It has been a tremendous honor to serve as the CEO of Groupon and I am proud of the goals our team has accomplished together, including a significant reduction of our fixed cost structure. I look forward to watching the company continue to transform into the ultimate destination for local services and experiences under Dusan’s leadership.” said Kedar Desphande.

About Dusan Senkypl

Dusan Senkypl is joining Groupon from Pale Fire Capital, Groupon’s largest shareholder that holds nearly 22% of shares outstanding. Pale Fire is an entrepreneurial investment firm with ~$1 billion in AUM and two established investment strategies in technology private equity and global macro hedge fund. Its private equity portfolio includes ~30 B2C and marketplace companies. Dusan co-founded Pale Fire Capital in 2015 and serves as Chairman and CEO. In conjunction with his appointment to Groupon CEO, Dusan will be stepping down from day-to-day responsibilities at Pale Fire Capital.

Dusan is an entrepreneur by trade. Prior to Pale Fire, Dusan created several global ecommerce and technology projects used by more than 250 million of users. He built ePojisteni.cz and NetBrokers Holding, a dominant fintech player with more than 500 employees, which was bought by a German media group Bauer Media in 2018. He enjoys sports and dedicates a portion of his time to non-profit projects.

About Groupon

Groupon (www.groupon.com) (NASDAQ: GRPN) is a trusted local marketplace where consumers go to buy services and experiences that make life more interesting and deliver boundless value. To find out more about Groupon, please visit https://about.groupon.com/press.

Forward Looking Statements

The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and

Exhibit 99.1

financial position, business strategy and plans and our objectives for future operations and future liquidity. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, our ability to execute, and achieve the expected benefits of our go-forward strategy; execution of our business and marketing strategies; volatility in our operating results; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments in the jurisdictions in which we operate and geopolitical instability resulting from the conflict in Ukraine; global economic uncertainty, including as a result of inflationary pressures, ongoing impacts from the COVID-19 pandemic and labor and supply chain challenges; retaining and adding high quality merchants and third-party business partners; retaining existing customers and adding new customers; competing successfully in our industry; providing a strong mobile experience for our customers; managing refund risks; retaining and attracting members of our executive and management teams and other qualified employees and personnel; customer and merchant fraud; payment-related risks; our reliance on email, internet search engines and mobile application marketplaces to drive traffic to our marketplace; cybersecurity breaches; maintaining and improving our information technology infrastructure; reliance on cloud-based computing platforms; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; managing inventory and order fulfillment risks; claims related to product and service offerings; protecting our intellectual property; maintaining a strong brand; the impact of future and pending litigation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR, CPRA, other privacy-related laws and regulation of the Internet and e-commerce; classification of our independent contractors, agency workers or employees; our ability to remediate our material weakness over internal control over financial reporting; risks relating to information or content published or made available on our websites or service offerings we make available; exposure to greater than anticipated tax liabilities; adoption of tax laws; our ability to use our tax attributes; impacts if we become subject to the Bank Secrecy Act or other anti-money laundering or money transmission laws or regulations; our ability to raise capital if necessary; our ability to continue as a going concern; risks related to our access to capital and outstanding indebtedness, including our convertible senior notes; our common stock, including volatility in our stock price; our ability to realize the anticipated benefits from the capped call transactions relating to our convertible senior notes; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; and those risks and other factors discussed in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022, and our other filings with the Securities and Exchange Commission (the "SEC"), copies of which

Exhibit 99.1

may be obtained by visiting the company's Investor Relations web site at investor.groupon.com or the SEC's web site at www.sec.gov. Groupon's actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.

You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither Groupon nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect our expectations as of the date of this release. We undertake no obligation to update publicly any forward looking statements for any reason after the date of this release to conform these statements to actual results or to changes in our expectations.

Contacts:

Investor Relations Contacts:

Jennifer Beugelmans

Megan Petrous

ir@groupon.com

Media Relations Contacts:

Nick Halliwell

Alia Lewis

press@groupon.com