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DSUs represent a right to receive shares of Common Stock (or, in the sole discretion of the Groupon's Board of Directors following a change in control, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon termination of service as a Director of Groupon. Ms. Wahl has elected to receive DSUs in lieu of the annual retainer fees payable for services on the Issuer's Board of Directors and any committees thereof. The DSUs are awarded on the date such fees would otherwise be payable. 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Pursuant to a deferral election made under the terms of the Groupon, Inc. Non-Employee Director Compensation Plan, 100% of the RSUs will be converted into an exempt award of Deferred Stock Units (\"DSUs\") on a 1-for-1 basis upon vesting on June 9, 2021, subject to Ms. Wahl's continuous service as a director through the vesting date. 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