CREDIT AGREEMENT, dated as of April 29, 2016 among GRUBHUB HOLDINGS INC., as Borrower, GRUBHUB INC., as Guarantor, CERTAIN FINANCIAL INSTITUTIONS, as the Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders CITIBANK, N.A. and BMO...Credit Agreement • May 3rd, 2016 • GrubHub Inc. • Services-business services, nec
CREDIT AGREEMENT, dated as of April 29, 2016 (this “Agreement”), by and among GRUBHUB HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”); GRUBHUB INC., a corporation organized and existing under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and BMO HARRIS BANK, N.A. (“BMOH”), each other Lender from time to time party hereto (each a “Lender” and collectively, the “Lenders”); and Citibank, acting as Administrative Agent, Swing Line Lender and L/C Issuer.
GRUBHUB HOLDINGS INC., as the Issuer, AND GRUBHUB INC., as the Company, AND THE GUARANTORS PARTIES HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $500,000,000 5.500% Senior Notes due 2027 INDENTURE Dated as of June 10, 2019Indenture • June 10th, 2019 • GrubHub Inc. • Services-business services, nec • New York
INDENTURE dated as of June 10, 2019, by and among GRUBHUB HOLDINGS INC. (the “Issuer”), a Delaware corporation, GRUBHUB INC. (the “Company”), a Delaware corporation, the other parties that are signatories hereto as Guarantors (each, a “Subsidiary Guarantor” and together, the “Subsidiary Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
GrubHub Inc. Shares Common Stock ($0.0001 par value) Form of Underwriting AgreementUnderwriting Agreement • March 24th, 2014 • GrubHub Inc. • Services-business services, nec • New York
GrubHub Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as the representatives (the “Representatives”), [—] shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters [—] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company [and the Selling Stockholders] named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to [—] and [—], respectively, additional shares of Common Stock to cover over-allotments,
CREDIT AGREEMENT, dated as of October 10, 2017 among GRUBHUB HOLDINGS INC., as Borrower, GRUBHUB INC., as Parent, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and CITIBANK, N.A., as Administrative AgentCredit Agreement • October 11th, 2017 • GrubHub Inc. • Services-business services, nec
CREDIT AGREEMENT, dated as of October 10, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among GRUBHUB HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”); GRUBHUB INC., a corporation organized and existing under the laws of the State of Delaware (the “Parent”); the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); and CITIBANK, N.A. (“Citibank”), as Administrative Agent (in such capacity, the “Administrative Agent”).
GRUBHUB INC. Indemnification AgreementIndemnification Agreement • April 3rd, 2014 • GrubHub Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between GrubHub Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
This Employment Agreement (“Agreement”) is made as of the 19th day of May, 2013, between GrubHub, Inc., a Delaware corporation (the “Company”), and Adam DeWitt (the “Executive”).
TRIZECHAHN 1065 AVENUE OF THE AMERICAS LLC, LANDLORD AND SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC, TENANT OFFICE LEASEOffice Lease • November 8th, 2017 • GrubHub Inc. • Services-business services, nec • New York
THIS LEASE AGREEMENT (“Lease”) is entered into as of the Date (defined below), by and between the Landlord and Tenant (defined below).
UNIT PURCHASE AGREEMENT amongUnit Purchase Agreement • August 8th, 2017 • GrubHub Inc. • Services-business services, nec • Delaware
UNIT PURCHASE AGREEMENT dated as of August 3, 2017 (this “Agreement”), by and among Yelp inc., a Delaware corporation (“Seller”), EAT24, LLC, a Delaware limited liability company (the “Company”), GRUBHUB INC., a Delaware corporation (“Parent”), and GRUBHUB HOLDINGS INC., a Delaware corporation (“Purchaser”). Section 11.06(b) sets forth the definitions of certain capitalized terms used but not otherwise defined herein, and Section 11.06(c) sets forth an index of certain capitalized terms used herein.
EMPLOYEE RESTRICTED STOCK PURCHASE AGREEMENTEmployee Restricted Stock Purchase Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
This Employee Restricted Stock Purchase Agreement (the “Agreement”) is made as of the 3rd day of November, 2010, by and between GrubHub, Inc., a Delaware corporation (the “Corporation”), and Matthew Maloney (“Employee”).
NOTE CANCELLATION AND STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Delaware
THIS STOCK REPURCHASE AGREEMENT (the “Agreement”) is dated as of December 21, 2012 by and among GrubHub, Inc., a Delaware corporation (the “Company”), and Matt Maloney and the MATT AND HOLLY MALONEY FAMILY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Trust”, and collectively, with Matt Maloney, the “Stockholder”). Collectively, the Company and Stockholder are referred to herein as the “Parties” and individually each is sometimes referred to herein as a “Party”.
AGREEMENT AND PLAN OF MERGER Dated as of June 10, 2020 by and among GRUBHUB INC., CHECKERS MERGER SUB I, INC., CHECKERS MERGER SUB II, INC. and JUST EAT TAKEAWAY.COM N.V.Merger Agreement • June 12th, 2020 • GrubHub Inc. • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2020 (this “Agreement”), is entered into by and among Just Eat Takeaway.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Parent”), Checkers Merger Sub I, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), Checkers Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub, the “Merger Subs”), and Grubhub Inc., a Delaware corporation (the “Company”). Defined terms used herein have the meanings set forth in Section 8.13.
Employment AgreementEmployment Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
This Employment Agreement (“Agreement”) is made on March 9, 2009 between GrubHub, Inc., a Delaware corporation (the “Corporation”) and Michael Evans (“Employee”).
GRUBHUB SEAMLESS INC. STOCK OPTION GRANT NOTICEStock Option Grant Notice • February 26th, 2016 • GrubHub Inc. • Services-business services, nec
In connection with the closing of the transactions contemplated by that Reorganization and Contribution Agreement by and among Seam less North America, LLC, GrubHub, Inc. and the other parties thereto dated May 19, 201 3, (the "Reorganization Agreement "), and pursuant to its 2013 Omnibus Incentive Plan , as amended from time to time (the "Plan"), GrubHub Seamless Inc., a Delaware corporation (the "Company"), hereby assumes and substitutes the option to purchase common units of Seam less North America LLC granted as of the Date of Grant to the individual listed below (the "Optionee"), with an option to purchase the number of shares of the Company's Common Stock ("Shares") set forth below (the "Option"), subject to the terms and conditions set forth herein , in the Plan , and in the certain Stock Option Agreement attached hereto as Exhibit A (the "Option Agreement "), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 6, 2019 among GRUBHUB HOLDINGS INC., as Borrower, GRUBHUB INC., as Parent, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and CITIBANK, N.A., as Administrative AgentCredit Agreement • February 7th, 2019 • GrubHub Inc. • Services-business services, nec
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 6, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among GRUBHUB HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”); GRUBHUB INC., a corporation organized and existing under the laws of the State of Delaware (the “Parent”); the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); and CITIBANK, N.A. (“Citibank”), as Administrative Agent (in such capacity, the “Administrative Agent”).
FIFTH AMENDMENT TO LEASELease • November 6th, 2018 • GrubHub Inc. • Services-business services, nec
THIS FIFTH AMENDMENT TO LEASE (this “Amendment”) is made as of October 1st, 2018 (the “Effective Date”), by and between BURNHAM CENTER-111 WEST WASHINGTON, LLC, a Delaware limited liability company (“Landlord”), and GRUBHUB HOLDINGS INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 1Credit Agreement • February 28th, 2017 • GrubHub Inc. • Services-business services, nec
This AMENDMENT NO. 1, CONSENT AND RELEASE (this “Amendment No. 1 to Credit Agreement”) dated as of May 26, 2016, by and among GRUBHUB HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”); GRUBHUB INC., a corporation organized and existing under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (the “Administrative Agent”), and the lenders party hereto, with respect to the Credit Agreement, dated as of April 29, 2016 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date of this Amendment No. 1 to Credit Agreement, the “Credit Agreement”), among the Borrower, the Parent, the Lenders party thereto (the “Lenders”), and the Administrative Agent, and this AMENDMENT NO. 1 (“Amendment No. 1 to Security Agreement”), dated as of May 26, 2016, by and among
TAX MATTERS AGREEMENTTax Matters Agreement • March 14th, 2014 • GrubHub Inc. • Services-business services, nec • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is made and entered into as of May 19, 2013, to be effective upon the Closing, by and among ARAMARK Holdings Corporation, a Delaware corporation (“ARAMARK Holdings”), GrubHub Holdings, Inc., a Delaware corporation (“Parent”), and Seamless Holdings Corporation, a Delaware corporation (“Spinco” and, together with ARAMARK Holdings and Parent, the “Parties,” and each individually, a “Party”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2020 • GrubHub Inc. • Services-business services, nec
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 10, 2020 (the “Merger Agreement”), by and among Just Eat Takeaway.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Parent”), Checkers Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Checkers Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub II”), and Grubhub Inc., a Delaware corporation (the “Company”), is made by and among Parent, Merger Sub, Merger Sub II and the Company as of September 4, 2020. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Merger Agreement.
STOCKHOLDERS’ AGREEMENT OF GRUBHUB HOLDINGS INC. (TO BE RENAMED SEAMLESS GRUBHUB HOLDINGS INC.) Dated as of May 19, 2013Stockholders' Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT of GrubHub Holdings Inc. (to be renamed Seamless GrubHub Holdings Inc.), a Delaware corporation (the “Company”), is made and entered into as of May 19, 2013, to be effective upon the closing of the transactions contemplated by the Reorganization Agreement, by and among the Company, GrubHub, Inc., a Delaware corporation, and on the date hereof, the parent of the Company (“GrubHub”), the Persons listed on Schedule I hereto on the date hereof (the “Seamless Holdings Stockholders”) and their Permitted Transferees and Compliant Transferees from time to time added to Schedule I after the Closing Date in accordance with this Agreement (such Permitted Transferees, Compliant Transferees and the Seamless Holdings Stockholders, for so long as they continue to own Shares, the “Seamless Holdings Group”), SLW Investor, LLC, a Delaware limited liability company (“SLW Stockholder”) and its Permitted Transferees and Compliant Transferees from time to time added to Schedule
AMENDMENT NO. 1 TO THE UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 8th, 2017 • GrubHub Inc. • Services-business services, nec • Delaware
This AMENDMENT NO. 1 (the “Amendment”) to the Seller Disclosure Schedules to that certain Unit Purchase Agreement dated as of August 3, 2017, by and among (a) Yelp Inc. a Delaware corporation (“Seller”), (b) Eat24, LLC, a Delaware limited liability company (“Company”), (c) GrubHub Inc., a Delaware corporation (“Parent”), and (d) GrubHub Holdings Inc., a Delaware corporation (“Purchaser”), is entered into on October 10, 2017. The Company, Seller, Parent and Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
OFFICE BUILDING LEASEOffice Building Lease • October 9th, 2015 • GrubHub Inc. • Services-business services, nec
THIRD AMENDMENT OF LEASELease Agreement • November 8th, 2017 • GrubHub Inc. • Services-business services, nec
This Third Amendment of Lease Agreement (this ‘'Third Amendment”), dated as of the 27th day of September 2017, by and between TRIZECHAHN 1065 AVENUE OF THE AMERICAS PROPERTY OWNER LLC, a Delaware limited liability company (“Landlord”), as landlord, and GRUBHUB HOLDINGS INC., a Delaware corporation, (as successor-in-interest to SEAMLESS NORTH AMERICA, LLC, formerly known as SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC), a Delaware corporation having an address at 111 W. Washington Street, Suite 2100, Chicago, Illinois 60602 (“Tenant”), as tenant.
May 13, 2013 Jonathan H. Zabusky Re: Transaction and Severance Benefits Dear Jonathan:Severance Benefits Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec
As you know, Seamless North America, LLC (the “Company”) intends to enter into a reorganization and contribution agreement with GrubHub, Inc., a Delaware corporation (“GrubHub”) and certain other parties named therein, pursuant to which (among other things), the businesses of GrubHub and the Company will be combined (collectively, the “Transaction”). You are currently a party to an Agreement Relating to Employment and Post-Employment Competition with the Company (the “Employment Agreement”), pursuant to which you may become entitled to receive certain severance benefits and payments upon certain terminations of employment. In connection with the Transaction, the Company has determined to amend the severance benefits provided under Employment Agreement and provide you with certain other benefits, in each case, as set forth in this letter agreement (this “Letter Agreement”). All capitalized terms used but not otherwise defined in this letter have the meanings set forth in your Employment
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF GRUBHUB HOLDINGS INC. (TO BE RENAMED SEAMLESS GRUBHUB HOLDINGS INC.)Stockholders’ Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec
This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT OF GRUBHUB HOLDINGS INC. (TO BE RENAMED SEAMLESS GRUBHUB HOLDINGS INC.) (this “Amendment”) is made as of August 8, 2013 (the “Amendment Date”) by SLW Investor, LLC (“SLW Stockholder”), a Delaware limited liability company, in the name and on behalf of the Requisite Holders pursuant to the authority granted to SLW Stockholder by the Requisite Holders in the Action by Written Consent of the Stockholders of Seamless GrubHub Holdings Inc. dated August 8, 2013 (the “Requisite Holder Consent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in the Agreement (as defined below).
GrubHub Inc. Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • August 25th, 2014 • GrubHub Inc. • Services-business services, nec • New York
GrubHub Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as the representative (the “Representative”), [—] shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters [—] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholders named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to [—] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being h
INVESTMENT AGREEMENT by and between GRUBHUB INC. and YUM RESTAURANT SERVICES GROUP, LLC Dated as of February 7, 2018Investment Agreement • February 8th, 2018 • GrubHub Inc. • Services-business services, nec • New York
INVESTMENT AGREEMENT, dated as of February 7, 2018 (this “Agreement”), by and between GRUBHUB INC., a Delaware corporation (the “Company”), and YUM RESTAURANT SERVICES GROUP, LLC, a Delaware limited liability company (the “Purchaser”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 6th, 2019 • GrubHub Inc. • Services-business services, nec • Delaware
WHEREAS, this Restricted Stock Unit Award Agreement, which is attached to the Restricted Stock Unit Grant Notice (the “Grant Notice” and this Restricted Stock Unit Award Agreement shall be referred to collectively as the “Agreement”), has been entered into, effective on the Grant Date specified in the Grant Notice, by and between GrubHub Inc., a Delaware corporation (the “Company”), and the Participant specified in the Grant Notice. This Agreement shall constitute an “inducement award” under the New York Stock Exchange Listed Company Manual Rule 303A.08, but shall otherwise be subject to the terms and conditions of the GrubHub Inc. 2015 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC AGREEMENT RELATING TO EMPLOYMENT AND POST-EMPLOYMENT COMPETITIONEmployment Agreement • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • New York
WHEREAS, SEAMLESSWEB is a leading provider of online food and catering ordering services and related services to business and industry, private and public institutions, and the general public;
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2015 • GrubHub Inc. • Services-business services, nec • Illinois
This Employment Agreement (“Agreement”) is made as of the 22nd day of August, 2014, between GrubHub Inc., a Delaware corporation (the “Company”), and Brian Lanier (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2014 • GrubHub Inc. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated August 8, 2013 (this “Agreement”), is entered into by and among Seamless GrubHub Holdings Inc., a Delaware corporation (the “Company”), and each of persons listed on Annex A on the date of this Agreement (collectively, the “Initial Holders”, and as such Annex A is updated and amended pursuant to Section 12(b) hereof, the “Holders”)). Capitalized terms used herein shall have the meanings ascribed thereto in Section 1.
THIRD AMENDMENT TO LEASELease • November 8th, 2017 • GrubHub Inc. • Services-business services, nec
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made as of May 6 , 2016 (the “Effective Date”), by and between BURNHAM CENTER-111 WEST WASHINGTON, LLC, a Delaware limited liability company (“Landlord”), and GRUBHUB HOLDINGS INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASELease • November 8th, 2017 • GrubHub Inc. • Services-business services, nec
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is made as of October 16, 2017 (the “Effective Date”), by and between BURNHAM CENTER-111 WEST WASHINGTON, LLC, a Delaware limited liability company (“Landlord”), and GRUBHUB HOLDINGS INC., a Delaware corporation (‘‘Tenant”).
GRUBHUB, INC. PROTECTIVE AGREEMENT AND AGREEMENT NOT TO COMPETEProtective Agreement and Agreement Not to Compete • February 18th, 2014 • GrubHub Seamless Inc. • Services-business services, nec • Illinois
THIS PROTECTIVE AGREEMENT AND AGREEMENT NOT TO COMPETE is made and entered into as of the 7 day of October, 2011, by and between Adam DeWitt and GrubHub, Inc. and each of its subsidiaries, affiliates, successors or assigns (collectively, GrubHub, Inc. and each of its subsidiaries, affiliates, successors and assigns shall be referred to herein as the “Company”).
Re: Transition/Separation Agreement and General ReleaseTransition/Separation Agreement and General Release • March 5th, 2015 • GrubHub Inc. • Services-business services, nec • New York
As a follow-up to our recent discussion in which you indicated that you will tender a resignation effective August 3, 2015 (the “Separation Date”), the following information outlines the terms of the separation arrangement that GrubHub Inc. (the “Company”) is offering to you (or “Employee”) in exchange for the efficient transition of your duties between now and the separation date (the “Transition Period”). This Agreement will be effective as of the eighth day following your execution of this Agreement, provided that you don’t revoke this Agreement in accordance with the terms hereof.
SECOND AMENDMENT TO LEASELease • October 9th, 2015 • GrubHub Inc. • Services-business services, nec
THIS COMMENCEMENT DATE MEMORANDUM (“Memorandum”) is made as of this ____ day of _____________, _____, between BURNHAM CENTER-111 WEST WASHINGTON, LLC, a Delaware limited liability company (“Landlord”) and GRUBHUB HOLDINGS, INC., a Delaware corporation (“Tenant”).
