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”).
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.
REORGANIZATION AND CONTRIBUTION AGREEMENT BY AND AMONG SEAMLESS NORTH AMERICA, LLC, GRUBHUB, INC., GRUBHUB HOLDINGS INC., PIZZA 1 CO., PIZZA 2 CO., SLW INVESTOR, LLC, AND SEAMLESS HOLDINGS CORPORATION Dated as of May 19, 2013Reorganization and Contribution Agreement • March 14th, 2014 • GrubHub Inc. • Services-business services, nec • Delaware
This REORGANIZATION AND CONTRIBUTION AGREEMENT, dated as of May 19, 2013 (this “Agreement”), is by and among Seamless North America, LLC, a Delaware limited liability company (“Thin Crust”), GrubHub, Inc., a Delaware corporation (“Deep Dish”), GrubHub Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Deep Dish (“Parent”), Pizza 1 Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“DD Acquisition Sub”), Pizza 2 Co., a Delaware corporation and a wholly owned subsidiary of Parent (“TC Acquisition Sub”), SLW Investor, LLC, a Delaware limited liability company (“Thin Crust Equityholder LLC”), Seamless Holdings Corporation, a Delaware corporation (“Thin Crust Equityholder Corp.”) and the other equityholders (the “Joining Thin Crust Equityholders”) of Thin Crust who become party hereto by executing a joinder agreement in the form attached as Exhibit A (a “Joinder Agreement”). Benjamin C. Spero, an individual (“Thin Crust Equityholder Representative”), Ju
