X0204 3 2011-11-03 0 0001490281 Groupon, Inc. GRPN 0001533913 Child Jason C/O GROUPON, INC. 600 WEST CHICAGO AVENUE, SUITE 620 CHICAGO IL 60654 0 1 0 0 Chief Financial Officer Restricted Stock Units Class A Common Stock 1300000 D No restricted stock units will vest until the earliest of (i) December 20, 2011, (ii) six months after the effective date of the Company's initial public offering or (iii) a change in control. On the first of the foregoing events to occur, 260,000 restricted stock units will vest, and on the last day of each subsequent three-month period, 65,000 additional restricted stock units will vest, subject to Mr. Child's continued employment with the Company through each vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. /s/ David Schellhase, by Power of Attorney 2011-11-03