WARRANT AGREEMENT LANDCADIA HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 25, 2016Warrant Agreement • June 1st, 2016 • Landcadia Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 25, 2016, is by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
WAITR HOLDINGS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[●] Senior Debt SecuritiesIndenture • April 4th, 2019 • Waitr Holdings Inc. • Services-business services, nec • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
6,757,000 Shares WAITR HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2019 • Waitr Holdings Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2016 • Landcadia Holdings, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2016, is made and entered into by and among Landcadia Holdings, Inc., a Delaware corporation (the “Company”), Fertitta Entertainment, Inc., a Texas corporation (the “FEI Sponsor”), Leucadia National Corporation, a New York corporation (the “Leucadia Sponsor” and, collectively with the FEI Sponsor, the “Sponsors”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2017 • Landcadia Holdings, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May 8, 2017, by and between LANDCADIA HOLDINGS, INC., a Delaware corporation (the “Company”), and Michael S. Chadwick (“Indemnitee”).
FOURTH AMENDED AND RESTATED OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 18th, 2022 • Waitr Holdings Inc. • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2016 • Landcadia Holdings, Inc. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of September 16, 2015, is made and entered into by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Fertitta Entertainment, Inc., a Texas corporation (the “Buyer”).
CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 21st, 2018 • Waitr Holdings Inc. • Services-business services, nec • New York
WAITR HOLDINGS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 21st, 2018 • Waitr Holdings Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of this ____ day of ________, 20____ by and between Waitr Holdings Inc., a Delaware corporation (the “Company”), and the undersigned officer, director or employee of the Company (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2019 • Waitr Holdings Inc. • Services-business services, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into on January 17, 2019, by and among Waitr Holdings Inc., a Delaware corporation (the “Company”), and the undersigned parties listed on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).
Executive Employment AgreementExecutive Employment Agreement • May 7th, 2020 • Waitr Holdings Inc. • Services-business services, nec • Louisiana
This Employment Agreement (the “Agreement”) is made and entered into as of August 30, 2019 (the “Effective Date”) by and between Damon Schramm (“Executive”) and Waitr Holdings Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
Executive Employment AgreementExecutive Employment Agreement • November 2nd, 2021 • Waitr Holdings Inc. • Services-business services, nec • Delaware
This Employment Agreement (the “Agreement”) is made and entered into this 2nd day of September 2021 (“Effective Date”), with services and performance obligations to commence on September 22, 2021 (the “Start Date”) by and between Armen Yeghyazarians (“Executive”) and Waitr Holdings Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • Delaware
THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”), is by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and the party set forth on the signature page hereto under “Purchaser” (the “Purchaser”).
ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 9, 2021 BY AND AMONG WAITR HOLDINGS, INC., CAPE PAYMENTS, LLC, CAPE COD MERCHANT SERVICES LLC, BRETT HUSAK, AND BRAD ANDERSONAsset Purchase Agreement • November 2nd, 2021 • Waitr Holdings Inc. • Services-business services, nec • Delaware
CONFIDENTIALEmployment Agreement • November 21st, 2018 • Waitr Holdings Inc. • Services-business services, nec • Louisiana
On behalf of Waitr Holdings Inc. (the “Company”), I am pleased to offer you (“you” or “Employee”) a position with the Company on the terms and conditions set forth below. This letter confirms to you the Company’s offer of employment pursuant to previous discussions with you.
Form of Warrant Certificate] [FACE]Warrant Agreement • November 19th, 2018 • Waitr Holdings Inc. • Blank checks
This Warrant Certificate certifies that ____________________, or registered assigns, is the registered holder of _______________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock, $.0001 par value (“Common Stock”), of Waitr Holdings Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through “cashless exercise” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warr
May 25, 2016Underwriting Agreement • June 1st, 2016 • Landcadia Holdings, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Jefferies LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per one-half share ($11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
May 8, 2017Underwriting Agreement • May 10th, 2017 • Landcadia Holdings, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Jefferies LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per one-half share ($11.50 per whole share), subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-210980) and prospectus (the “Prospectus”) filed by the Company with the Se
June 11, 2018Letter Agreement • August 9th, 2018 • Landcadia Holdings, Inc. • Blank checks • New York
This letter (this “Amendment”) amends the Letter Agreement, effective as of May 31, 2018, to provide that December 14, 2018 is the date by which the Company must complete a business combination or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate of incorporation.
CONFIDENTIALEmployment Agreement • November 21st, 2018 • Waitr Holdings Inc. • Services-business services, nec • Louisiana
On behalf of Waitr Holdings Inc. (the “Company”), I am pleased to offer you (“you” or “Employee”) a position with the Company on the terms and conditions set forth below. This letter confirms to you the Company’s offer of employment pursuant to previous discussions with you.
CONSULTING AGREEMENTConsulting Agreement • November 21st, 2018 • Waitr Holdings Inc. • Services-business services, nec • Delaware
This Consulting Agreement is entered into as of this 15th day of November, 2018 (this “Consulting Agreement”), by and between Waitr Holdings Inc. (the “Company”), and Steven L. Scheinthal (“Consultant”). The Company and Consultant may also be referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 to CREDIT AGREEMENTCredit Agreement • January 18th, 2019 • Waitr Holdings Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT, dated as of November 15, 2018, (as amended on January 17, 2019 by Amendment No.1 (as defined below)), is entered into by and among WAITR HOLDINGS INC., a Delaware corporation (“Borrower”), the LENDERS party hereto from time to time, and LUXOR CAPITAL GROUP, LP (“Luxor Capital”), as Administrative Agent (in such capacity, “Administrative Agent”) and Lead Arranger.
FORM OF DEALER MANAGER AND SOLICITATION AGENT AGREEMENTDealer Manager and Solicitation Agent Agreement • January 25th, 2019 • Waitr Holdings Inc. • Services-business services, nec • New York
Landcadia Holdings, Inc. Houston, Texas 77027Underwriting Agreement • April 28th, 2016 • Landcadia Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Jefferies LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per one-half share ($11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
ContractConvertible Note Agreement • August 23rd, 2018 • Landcadia Holdings, Inc. • Blank checks • Texas
THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 10 to CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • December 22nd, 2023 • Waitr Holdings Inc. • Services-business services, nec • New York
This AMENDMENT NO. 10 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made as of December 21, 2023, by and among ASAP INC. (f/k/a Waitr Inc.), a Delaware corporation (“Borrower”), WAITR INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, LUXOR CAPITAL, LLC, as a Lender (as hereinafter defined) and LUXOR CAPITAL GROUP, LP, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
WAITR HOLDINGS INC. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 14th, 2019 • Waitr Holdings Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made and entered into effective [DATE] (the “Grant Date”), by and between Waitr Holdings Inc., a Delaware corporation (the “Company”), and [____] (the “Participant”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2016 • Landcadia Holdings, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 25, 2016 by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
February 1, 2019 Damon Schramm Edina, MN 55435 Dear Damon:Employment Agreement • March 15th, 2019 • Waitr Holdings Inc. • Services-business services, nec • Louisiana
On behalf of Waitr Holdings Inc. (the “Company”), I am pleased to offer you (“you” or “Employee”) a position with the Company on the terms and conditions set forth below. This letter confirms to you the Company’s offer of employment pursuant to previous discussions with you.
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 2nd, 2021 • Waitr Holdings Inc. • Services-business services, nec
This amendment (the “Amendment”) amends the executive employment agreement dated as of April 23, 2021 (“Agreement”), by and between Waitr Holdings Inc., a Delaware corporation (the “Company”) and Leo Bogdanov (“Executive”), and is effective the 23rd day of August, 2021 (“Effective Date”).
AMENDMENT NO. 9 to CREDIT AGREEMENTCredit Agreement • April 3rd, 2023 • Waitr Holdings Inc. • Services-business services, nec • New York
This AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “Amendment”) is made as of March 31, 2023, by and among WAITR HOLDINGS INC., a Delaware corporation (“Borrower”), LUXOR CAPITAL, LLC, as a Lender (as hereinafter defined), the other Lenders party hereto and LUXOR CAPITAL GROUP, LP, as administrative agent for Lenders (in such capacity, the “Administrative Agent”).
LUGARD ROAD CAPITAL MASTER FUND, LPCredit and Guaranty Agreement • December 12th, 2018 • Waitr Holdings Inc. • Services-business services, nec
You have advised Luxor, on behalf of Lugard Road Capital Master Fund, LP, and of one or more of its funds and/or affiliates (collectively, “Lugard”, “we” or “us”), that Waitr Holdings intends to acquire (the “Acquisition”) BiteSquad.com LLC, a Minnesota limited liability company (the “Target”), pursuant to the Agreement and Plan of Merger, dated as of December 11, 2018 (the “Merger Agreement”), by and among the Target, Waitr Holdings, and Wingtip Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of Waitr Intermediate (“MergerSub”). On the terms and subject to the conditions of the Merger Agreement, upon the closing of the transactions contemplated thereby, the Target will be merged with and into MergerSub (the “Merger”), with the Target surviving the merger as a wholly-owned direct subsidiary of Waitr Intermediate.
LIMITED WAIVER AND CONVERSION AGREEMENTLimited Waiver and Conversion Agreement • May 7th, 2020 • Waitr Holdings Inc. • Services-business services, nec • New York
This LIMITED WAIVER AND CONVERSION AGREEMENT (this “Agreement”) is made as of May 1, 2020 by and among WAITR HOLDINGS INC., a Delaware corporation (the “CA Borrower”), WAITR INC., a Delaware corporation (the “C&G Borrower”), WAITR INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS (as defined herein) and LUXOR CAPITAL GROUP, LP (“Luxor LP”).
AMENDMENT NO. 1 to CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • January 18th, 2019 • Waitr Holdings Inc. • Services-business services, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of November 15, 2018, (as amended on January 17, 2019 by Amendment No.1 (as defined below)), is entered into by and among WAITR INC., a Delaware corporation (“Borrower”), WAITR INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto from time to time, and LUXOR CAPITAL GROUP, LP (“Luxor Capital”), as Administrative Agent (in such capacity, “Administrative Agent”), Collateral Agent (in such capacity, “Collateral Agent”) and Lead Arranger.
AMENDMENT NO. 4 to CREDIT AGREEMENTCredit Agreement • May 6th, 2021 • Waitr Holdings Inc. • Services-business services, nec • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is made as of March 9, 2021, by and among WAITR HOLDINGS INC., a Delaware corporation (“Borrower”), LUXOR CAPITAL, LLC, as a Lender (as hereinafter defined) and LUXOR CAPITAL GROUP, LP, as administrative agent for Lenders (in such capacity, the “Administrative Agent”).
