FIRST AMENDMENT TO EARN-OUT AGREEMENT

Voucher as determined in accordance with GAAP), minus (B) two (2) times the portion of Guarantee Amount, if any, which Sellers have promised to pay to the Company pursuant to Section 2(b)(vii) hereof.  For avoidance of doubt, it is agreed that “Costs of Good Sold” shall be reduced to take into account the effect of any and all Negotiated Discounts during the Earn-Out Period which have been approved by Groupon pursuant to Section 3(a) hereof, provided that, if it is determined by a court of competent jurisdiction that Groupon unreasonably withhleld its approval of any Negotiated Discounts pursuant to Section 3(a) hereof, the effect of such Negotiated Discounts shall also be taken into account.

3.             The first sentence of Section 2(b)(vii) of the Earn-Out Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding the foregoing, if (A) the Gross Profit (determined without taking into account clause (B) of the definition of “Costs of Goods Sold”) for the Earn-Out Period is less than twenty percent (20%) of the Revenue or (B) the EBITDA (determined without taking into account clause (B) of the definition of “Costs of Goods Sold”) for the Earn-Out Period is less than zero (0), then Sellers (or their designees) may elect, at their option, to promise to pay to the Company, in cash, an amount up to fifty percent (50%) of the Eligible Revenue (the “Guarantee Amount”), if and to the extent that the Sellers’ Representative in good faith reasonably believes that an amount of the Total Unredeemed Vouchers equal to or greater than the Guarantee Amount will remain Unredeemed Vouchers following the end of the Earn-Out Period until the expiration date of the last Unredeemed Voucher making up the Total Unredeemed Vouchers or the applicable statutory limitation relating to such last Unredeemed Voucher, whichever is earlier (such expiration or limitation date, the “Final Unredeemed Voucher Date”).”