FORM OF STOCKHOLDER LOCKUP AGREEMENT
This Stockholder Lockup Agreement (this Agreement) is made and entered into as of January 17, 2019, by and between Waitr Holdings Inc., a Delaware corporation (Waitr), and the Person set forth on the signature pages and Exhibit A hereto (Stockholder). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement and Plan of Merger (the Merger Agreement), dated as of December 11, 2018, by and among Waitr, Wingtip Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Waitr, and BiteSquad.com, LLC, a Minnesota limited liability company.
WHEREAS, Waitr has agreed to issue and deliver to the BiteSquad Unitholders and In-the Money Incentive Unitholders, among other things, an aggregate of 10,591,968 shares of Waitrs common stock, par value $0.0001 per share (Waitr Common Stock), in partial consideration for the consummation of the transactions contemplated by the Merger Agreement of which Stockholder is entitled to receive the number shares (the Shares) set forth opposite such Stockholders name on Exhibit A hereto, 9,699,997 of which are subject to the restrictions set forth in this Agreement (the Subject Shares); and
WHEREAS, the execution and delivery of this Agreement by each recipient of Shares is a condition precedent to the obligations of Waitr to consummate the transactions contemplated by the Merger Agreement.
NOW, THEREFORE, in consideration of the transactions contemplated by the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stockholder and Waitr hereby agree as follows:
1. Stockholder hereby acknowledges and agrees that, during the period beginning on the date hereof and ending upon the expiration of the Lockup Period, Stockholder shall not:
(a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any portion of the Subject Shares;
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Shares, whether any such transaction is to be settled by delivery of Subject Shares or such other securities, in cash or otherwise; or
(c) publicly announce any intention to effect any transaction specified in clause (a) or (b).
The balance of the Shares that are not part of the Subject Shares may, subject to compliance with applicable state and federal securities law, be sold without restriction hereunder.