0001628280-25-034072 Sample Contracts

GROUPON, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 2, 2025 4.875% Convertible Senior Notes due 2030
Indenture • July 2nd, 2025 • Groupon, Inc. • Services-advertising agencies • New York

INDENTURE dated as of July 2, 2025 between GROUPON, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) (as defined herein), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • July 2nd, 2025 • Groupon, Inc. • Services-advertising agencies • New York

This First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 2, 2025, is entered into by and among GROUPON, INC., a Delaware corporation (the “Company”), each of the Guarantors signatory hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), under that certain Indenture, dated as of November 19, 2024 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the Guarantors party thereto, the Trustee, and the Collateral Agent.