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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 2018 • Waitr Holdings Inc. • Services-business services, nec • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2018, is made by and among Waitr Holdings Inc., a Delaware corporation (“Buyer”), Bregal Sagemount II L.P., Bregal Sagemount II-A L.P. and Bregal Sagemount II-B L.P. (each, a “Selling Stockholder” and collectively the “Selling Stockholders”), and, solely for purposes of Section 1.1, 5 and Section 8, Bitesquad.com, LLC (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them under that certain Agreement and Plan of Merger, dated as of December 11, 2018 (as may be amended from time to time, the “Merger Agreement”), by and among the Company, Buyer and Wingtip Merger Sub, Inc. (“Merger Sub”).
Agreement and Plan of Merger by and among WAITR Holdings Inc., Wingtip Merger Sub, Inc. and BiteSquad.COM, LLC Dated December 11, 2018Merger Agreement • December 12th, 2018 • Waitr Holdings Inc. • Services-business services, nec • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 11, 2018, by and among Waitr Holdings Inc., a Delaware corporation (“Parent”), Wingtip Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and BiteSquad.com, LLC, a Minnesota limited liability company (“BiteSquad”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 hereof or as otherwise defined elsewhere in this Agreement. Parent, Merger Sub and BiteSquad are referred to herein individually as a “Party” and collectively as the “Parties.”
