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
