Common use of Payment of the Merger Consideration Clause in Contracts

Payment of the Merger Consideration. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the Company Stockholders: (a) evidence of book-entry shares representing a number of whole shares of Parent Class A Common Stock equal to the aggregate Parent Class A Common Stock deliverable to the Company Stockholders pursuant to this Article II; (b) evidence of book-entry shares representing a number of Parent Class A Warrants equal to the aggregate Parent Warrants deliverable to the Company Stockholders pursuant to this Article II; (c) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Shares deliverable to the Company Stockholders pursuant to this Article II; (d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article II; and (e) the aggregate amount of cash payable to the Company Stockholders in lieu of fractional shares pursuant to Section 2.5(g). Any such amounts or shares of Parent Class A Common Stock, Parent Class A Warrants and Parent Class V Common Stock in book-entry form deposited with the Exchange Agent shall hereinafter be referred to as the ”Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.5, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Capital Stock immediately prior to the Effective Time (including any shares of Company Restricted Stock, but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6), (A) evidence of book-entry shares representing the number of whole shares of the aggregate Parent Class A Common Stock or Parent Class V Common Stock in respect of such Company Capital Stock held by such Company Stockholder, (B) evidence of book-entry shares representing the number of Parent Class A Warrants of the aggregate Parent Warrants in respect of such Company Capital Stock held by such Company Stockholder, (C) evidence of book-entry shares representing the number of whole shares of aggregate Earn Out Shares in respect of such Company Capital Stock held by such Company Stockholder and (D) notwithstanding anything in Section 2.4(a), Section 2.4(b) or Section 2.4(c) to the contrary, an amount equal to any cash in lieu of fractional shares which such Company Stockholder has the right to receive in respect of such Company Capital Stock pursuant to Section 2.5(g), by wire transfer of immediately available funds to the account such Company Stockholder identified in the Letter of Transmittal for such Company Stockholder. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required to pay to any Equity Holder or any other Person more than the Stock Consideration, Warrant Consideration and Earn Out Consideration, in each case, as allocated in accordance with this Article II.

Payment of the Merger Consideration. At (a) As soon as practicable following the Effective Time, Parent shall deposit, or shall cause to be depositedyou shall, with respect to each Electing Share converted through election or proration into the Exchange Agent, in trust for the benefit of the Company Stockholders: (a) evidence of bookright to receive Non-entry shares representing a number of whole shares of Parent Class A Common Stock equal to the aggregate Parent Class A Common Stock deliverable to the Company Stockholders pursuant to this Article II; (b) evidence of book-entry shares representing a number of Parent Class A Warrants equal to the aggregate Parent Warrants deliverable to the Company Stockholders pursuant to this Article II; (c) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Cash Election Shares deliverable to the Company Stockholders pursuant to this Article II; (d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article II; and (e) the aggregate amount of cash payable to the Company Stockholders in lieu of fractional shares pursuant to Section 2.5(g). Any such amounts or shares 2.1(c) of Parent Class A Common Stockthe Merger Agreement, Parent Class A Warrants and Parent Class V Common Stock in book-entry form deposited with (i) arrange for the Exchange issuance by the Company Transfer Agent shall hereinafter be referred to as the ”Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.5, at delivery of stock certificates in the Closing, Parent shall cause to be issued name of the person or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Capital Stock immediately prior to the Effective Time (including any shares of Company Restricted Stock, but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6), (A) evidence of book-entry shares persons entitled thereto representing the number of whole shares of the aggregate Parent Class A Company Common Stock or Parent Class V Common Stock issuable in respect of such shares pursuant to the Merger Agreement (it being understood that no certificates or scrip representing fractional shares of Company Capital Common Stock held by such shall be issued upon the surrender for exchange of Certificates representing shares of Company StockholderCommon Stock), (Bii) evidence of book-entry shares representing arrange for the number of Parent Class A Warrants sale of the aggregate Parent Warrants shares of Company Common Stock representing all such fractional interests and (iii) subject to the effect of any applicable laws, distribute the net proceeds from such sale (following the deduction of applicable transaction costs) to the holders of shares of Company Common Stock entitled thereto pursuant to the Merger Agreement. (b) As soon as practicable following the Effective Time, you shall, with respect to shares of Company Common Stock (other than Dissenting Shares and Electing Shares converted into the right to receive Non-Cash Election Shares pursuant to Section 2.1(c) of the Merger Agreement), upon receipt of the Stock Certificate(s) covering such shares, together with a duly executed and completed Stock Transmittal Letter and any other required documents with respect to such shares, make the cash payment in respect of such shares required pursuant to the Merger Agreement on a basis consistent with the requirements of the Merger Agreement. Each such cash payment shall be made with funds withdrawn from the Escrow Fund. (c) As soon as practicable following the Effective Time, you shall, with respect to Company Capital Stock held by Warrants, upon receipt of the Warrant Certificate(s) covering such Company StockholderWarrants, together with a duly executed and completed Warrant Transmittal Letter and any other required documents with respect to such Company Warrants, make the cash payment in respect of each such Company Warrant required pursuant to the Merger Agreement on a basis consistent with the requirements of the Merger Agreement. Each such cash payment shall be made with funds withdrawn from the Escrow Fund. (Cd) evidence You will execute and deliver to the Company Transfer Agent, at least twice weekly, a written notice and appropriate computer materials indicating the certificates for Company Common Stock necessary for payment of book-entry shares representing the Merger Consideration and setting forth the number of whole shares to be represented by each such certificate and the name in which each certificate should be issued. (e) No interest shall be paid to holders of shares of aggregate Earn Out Shares Company Common Stock or holders of Company Warrants, as the case may be, on or with respect to any amount payable upon surrender of Certificates in respect of such Company Capital Stock held thereof. Insofar as required by such Company Stockholder any governmental agency or authority, you shall provide all information and (D) notwithstanding anything in Section 2.4(a), Section 2.4(b) file all forms or Section 2.4(c) returns with regard to the contrary, an amount equal to any cash in lieu of fractional shares which such Company Stockholder has the right to receive in respect of such Company Capital Stock payments made pursuant to Section 2.5(g), by wire transfer of immediately available funds to the account such Company Stockholder identified in the Letter of Transmittal for such Company Stockholder. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required including, without limitation, information and forms and returns relating to pay to any Equity Holder or any other Person more than the Stock Consideration, Warrant Consideration and Earn Out Consideration, in each case, as allocated in accordance with this Article IIincome taxes.

Payment of the Merger Consideration. (a) At the Effective TimeClosing, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in each case as set forth on the BiteSquad Closing Schedule, in trust for the benefit of the Company StockholdersBiteSquad Unitholders and In-the-Money Incentive Unitholders: (ai) evidence of book-entry shares representing a number of whole shares of Parent Class A Common Stock equal to the aggregate Parent Class A Common Stock Consideration deliverable to the Company Stockholders BiteSquad Unitholders and In-the-Money Incentive Unitholders pursuant to this Article IIIII, which shares of Parent Common Stock (other than the Non-Subject Shares) shall be subject to a Stockholder Lockup Agreement; (bii) evidence of book-entry shares representing a number of Parent Class A Warrants an amount in cash equal to the aggregate Parent Warrants deliverable to Estimated Cash Consideration minus the Company Stockholders pursuant to this Article II; sum of (cA) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Shares deliverable to Adjustment Escrow Amount plus (B) the Company Stockholders pursuant to this Article II; (d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article IIBiteSquad Member Representative Fund; and (eiii) the an aggregate amount of cash payable to the Company Stockholders BiteSquad Unitholders and In-the-Money Incentive Unitholders in lieu of fractional shares pursuant to Section 2.5(g3.6(c). . (b) At the Closing, Parent shall pay by wire transfer of immediately available funds on behalf of BiteSquad and/or its Subsidiaries, the amounts payable pursuant to the Payoff Letters to the account(s) designated in the Payoff Letters. (c) At the Closing, Parent shall deposit, or shall cause to be deposited, with the Adjustment Escrow Agent, the Adjustment Escrow Amount. (d) At the Closing, Parent shall deposit, or shall cause to be deposited, in a segregated account to be held by a third party to be agreed upon by Parent and BiteSquad, which agreement shall not be unreasonably withheld, conditioned or delayed, in accordance with wire instructions provided by the BiteSquad Member Representative, the BiteSquad Member Representative Fund. (e) Any such amounts or shares of Parent Class A Common StockStock Consideration, Parent Class A Warrants and Parent Class V Common Stock in bookEstimated Cash Consideration or other cash deposited from time-entry form deposited to-time with the Exchange Agent (including any amounts deposited pursuant Section 3.7), together with any interest or other earnings thereon shall hereinafter be referred to as the ”“Exchange Agent Fund”. .” The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. . (f) Subject to Section 2.53.6, at immediately after the ClosingEffective Time, Parent shall cause the Exchange Agent to be issued issue or paid pay from the Exchange Agent Fund to each Company Stockholder BiteSquad Unitholder that holds Company Capital Stock holds, immediately prior to the Effective Time (including any shares of Company Restricted Stockand as set forth in the BiteSquad Closing Schedule, but excluding any Company Dissenting Shares Membership Interests and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6)each In-the-Money Incentive Unitholder, (Ai) evidence of book-entry shares representing the number of whole shares of the aggregate Parent Class A Common Stock or Parent Class V Common Stock in respect Portion payable to such BiteSquad Unitholder and In-the-Money Incentive Unitholder, which shares shall be subject to the Stockholder Lockup Agreement, and (ii) an amount of cash equal to (A) the aggregate Cash Portion payable to such Company Capital Stock held by such Company StockholderBiteSquad Unitholder and In-the-Money Incentive Unitholder, plus (B) evidence of book-entry shares representing the number of Parent Class A Warrants of the aggregate Parent Warrants in respect of such Company Capital Stock held by such Company Stockholder, (C) evidence of book-entry shares representing the number of whole shares of aggregate Earn Out Shares in respect of such Company Capital Stock held by such Company Stockholder and (D) notwithstanding anything in Section 2.4(a), Section 2.4(b) or Section 2.4(c) to the contrary, an amount equal to any cash in lieu of fractional shares which payable to such Company Stockholder has the right to receive in respect of such Company Capital Stock BiteSquad Unitholder and In-the-Money Incentive Unitholder pursuant to Section 2.5(g3.6(c), by wire transfer of immediately available funds to the account such Company Stockholder BiteSquad Unitholders or In-the-Money Incentive Unitholders identified in the its respective BiteSquad Letter of Transmittal for such Company StockholderTransmittal. Notwithstanding anything in Section 3.2 or this Section 3.5(f) to the contrary contrary, with respect to any In-the-Money Incentive Units that are subject to forfeiture and/or redemption conditions following the Closing in accordance with the terms and conditions set forth in the applicable restricted unit award agreement, the Cash Portion and the Stock Portion payable to the respective In-the-Money Incentive Unitholders at the Closing shall be held in escrow by the Exchange Agent and payable to any such In-the-Money Incentive Unitholder only at such time as the forfeiture and redemption conditions completely lapse, if at all; provided, that in the event of a forfeiture or redemption following the Closing of any In-the-Money Incentive Units, any Cash Portion and Stock Portion allocated to the forfeited or redeemed In-the-Money Incentive Units held in escrow by the Exchange Agent in respect of such In-the-Money Incentive Units shall be reallocated and disbursed to the BiteSquad Unitholders and other In-the-Money Incentive Unitholders in accordance with the Exchange Agent Agreement; provided further, that the BiteSquad Member Representative will have the authority to exercise on behalf of BiteSquad BiteSquad’s right to waive any forfeiture and/or redemption conditions following the Closing in accordance with the terms and conditions set forth in the applicable restricted unit award agreement. (g) Notwithstanding anything in this AgreementAgreement to the contrary, Parent shall not be obligated to issue shares of Parent Common Stock to any BiteSquad Unitholders and In-the-Money Incentive Unitholders that Parent, in its sole discretion, does not reasonably believe is an “accredited investor” within the meaning of Regulation D promulgated by the SEC under no circumstances shall the Securities Act (each, a “Non-Accredited BiteSquad Unitholder”). In lieu of issuing the shares of Parent Common Stock to which such Non-Accredited BiteSquad Unitholder would otherwise be required entitled under this Article III, Parent may, in its sole discretion, elect to pay to any Equity Holder or any other Person more than such Non-Accredited BiteSquad Unitholder an amount in cash equal to the product of (i) the Stock ConsiderationPortion payable to such Non-Accredited BiteSquad Unitholder, Warrant Consideration as set forth on the BiteSquad Closing Statement, multiplied by (ii) the Reference Price (the “Non-Accredited BiteSquad Unitholder Cash Payment”). Notwithstanding anything in this Agreement to the contrary, (x) the aggregate Stock Portion to be paid at the Closing to all BiteSquad Unitholders and Earn Out ConsiderationIn-the-Money Incentive Unitholders that Parent, in each caseits sole discretion, as reasonably believes is an “accredited investor” within the meaning of Regulation D promulgated by the SEC under the Securities Act (the “Accredited BiteSquad Unitholders”), shall be increased by the number of shares of Parent Common Stock that would have otherwise been paid to the Non-Accredited BiteSquad Unitholders at the Closing, and such shares of Parent Common Stock shall be allocated among the Accredited BiteSquad Unitholders on a pro rata basis in accordance with this Article IIsuch Accredited BiteSquad Unitholder’s Percentage Interest (without taking into account the Percentage Interests of the Non-Accredited BiteSquad Unitholders) and (y) the aggregate Cash Portion to be disbursed by the Exchange Agent to the Accredited BiteSquad Unitholders shall be decreased by an amount equal to the Non-Accredited BiteSquad Unitholder Cash Payment, and such Cash Portion shall be allocated among the Accredited BiteSquad Unitholders on a pro rata basis in accordance with such Accredited BiteSquad Unitholder’s Percentage Interest (without taking into account the Percentage Interests of the Non-Accredited BiteSquad Unitholders).

Payment of the Merger Consideration. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the Company Stockholders: (a) Unitholders, evidence of book-entry shares representing a number of whole shares of New Parent Class A Common Stock equal to the aggregate and New Parent Class A B Common Stock constituting the Net Merger Consideration deliverable to the Company Stockholders Unitholders pursuant to this Article II; (b) evidence of book-entry shares representing a number of Parent Class A Warrants equal to the aggregate Parent Warrants deliverable to the Company Stockholders pursuant to this Article II; (c) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Shares deliverable to the Company Stockholders pursuant to this Article II; (d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article II; and (e) the aggregate amount of cash payable to the Company Stockholders in lieu of fractional shares pursuant to Section 2.5(g). Any such amounts or shares of New Parent Class A Common Stock, Parent Class A Warrants and Parent Class V Common Stock in book-entry form deposited with the Exchange Agent shall hereinafter be referred to as the ”“Exchange Agent Fund”. .” The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.52.3, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Capital Stock Unitholder in accordance with this Article II immediately prior to the Effective Time (including any shares of Company Restricted StockTime, but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6), (A) evidence of book-entry shares representing the number of whole shares of the aggregate Parent Class A Common Stock or Parent Class V Common Stock in respect of such Company Capital Stock held by such Company Stockholder, (B) evidence of book-entry shares representing the number of Parent Class A Warrants applicable portion of the aggregate Parent Warrants in respect of such Company Capital Stock held by such Company Stockholder, (C) evidence of book-entry shares representing the number of whole shares of aggregate Earn Out Shares in respect of such Company Capital Stock held by such Company Stockholder and (D) notwithstanding anything in Section 2.4(a), Section 2.4(b) or Section 2.4(c) to the contrary, an amount equal to any cash in lieu of fractional shares which such Company Stockholder has the right to receive in respect of such Company Capital Stock pursuant to Section 2.5(g), by wire transfer of immediately available funds to the account such Company Stockholder identified in the Letter of Transmittal for such Company StockholderNet Merger Consideration. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required to pay to any Equity Holder or any other Person issue more than the Aggregate Merger Consideration as calculated in accordance with Section 2.1 and, if applicable, the Earnout Stock Considerationas calculated in accordance with Section 2.4. No interest shall be paid or accrued upon the transfer of any Equity Interests. Promptly following the date that is one hundred eighty (180) days after the Effective Time, Warrant Parent shall instruct the Exchange Agent to deliver to Parent all documents in its possession relating to the Transactions, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Net Merger Consideration that remains unclaimed shall be returned to Parent, and Earn Out Consideration, in each case, any Person that was a holder of Company Common Units as allocated of immediately prior to the Effective Time that has not exchanged such Company Common Units for an applicable portion of the Net Merger Consideration in accordance with this Section 2.2 prior to the date that is one hundred eighty (180) days after the Effective Time, may transfer such Company Common Units to Parent and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Parent shall promptly deliver, such applicable portion of the Net Merger Consideration without any interest thereupon. No Parent Party, the Company, the Surviving Company or the Exchange Agent shall be liable to any Person in respect of any of the Net Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such Company Common Units shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article IIII would otherwise escheat to or become the property of any Governmental Entity, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto.

Payment of the Merger Consideration. (a) At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, (i) deposit with the Exchange Agent, in trust for the benefit of the Company Stockholders: Paying Agent (a) evidence of book-entry shares representing a number of whole shares of Parent Class A Common Stock equal to the aggregate Parent Class A Common Stock deliverable to the Company Stockholders pursuant to this Article II; (b) evidence of book-entry shares representing a number of Parent Class A Warrants equal to the aggregate Parent Warrants deliverable to the Company Stockholders pursuant to this Article II; (c) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Shares deliverable to the Company Stockholders pursuant to this Article II; (d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article II; and (eA) the aggregate amount Per Share Closing Consideration payable with respect to shares of cash payable Common Stock outstanding immediately prior to the Company Stockholders in lieu of fractional shares pursuant Effective Time, (B) the aggregate cash payment payable with respect to Section 2.5(g). Any such amounts or all shares of Parent Class A Common Stock, Parent Class A Warrants and Parent Class V Common B Series 2 Preferred Stock in book-entry form deposited with the Exchange Agent shall hereinafter be referred to as the ”Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.5, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Capital Stock outstanding immediately prior to the Effective Time (including any shares of Company Restricted Stock, but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to in accordance with Section 2.3(c3.1(b)(i)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6), (A) evidence of book-entry shares representing the number of whole shares of the aggregate Parent Class A Common Stock or Parent Class V Common Stock in respect of such Company Capital Stock held by such Company Stockholder, (B) evidence of book-entry shares representing the number of Parent Class A Warrants of the aggregate Parent Warrants in respect of such Company Capital Stock held by such Company Stockholder, (C) evidence of book-entry shares representing the number of whole shares of aggregate Earn Out Shares in respect of such Company Capital Class B Series 3 Preferred Stock held by such Company Stockholder Merger Consideration and (D) notwithstanding anything in Section 2.4(a), Section 2.4(b) or Section 2.4(c) to the contrary, an amount equal to any cash in lieu of fractional shares which such Company Stockholder has the right to receive in respect of such Company Capital aggregate Exchangeable Preferred Stock pursuant to Section 2.5(g), by wire transfer of immediately available funds to the account such Company Stockholder identified in the Letter of Transmittal for such Company Stockholder. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required to pay to any Equity Holder or any other Person more than the Stock Consideration, Warrant Consideration and Earn Out Merger Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retention. (b) The aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as allocated directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution in accordance with the terms of this Article IIAgreement shall be the sole and exclusive property of the Parent and the Surviving Corporation after such amounts are made available to the Paying Agent, and no part of such earnings shall accrue to the benefit of holders of Shares.

Payment of the Merger Consideration. (a) At the Effective Time, Parent Landcadia shall deposit, or shall cause to be deposited, with the Exchange Agent, in each case as set forth on the Waitr Closing Statement, in trust for the benefit of the Company Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders: (ai) evidence of book-entry shares representing a number of whole shares of Parent Class A Landcadia Common Stock equal to the aggregate Parent Class A Common Stock Consideration deliverable to the Company Stockholders Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders pursuant to this Article IIIII, which shares of Landcadia Common Stock shall be subject to a Stockholder Lockup Agreement; (bii) evidence of book-entry shares representing a number of Parent Class A Warrants equal to the aggregate Parent Warrants deliverable to the Company Stockholders pursuant to this Article II; (c) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Shares deliverable to the Company Stockholders pursuant to this Article II; (d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article IICash Consideration; and (eiii) the an aggregate amount of cash payable to the Company Waitr Stockholders and Vested Option Holders in lieu of fractional shares pursuant to Section 2.5(g3.7(c). . (b) Any such amounts or shares of Parent Class A Common StockStock Consideration, Parent Class A Warrants and Parent Class V Common Stock in book-entry form Cash Consideration or other cash deposited with the Exchange Agent Agent, together with any interest or other earnings thereon shall hereinafter be referred to as the ”“Exchange Agent Fund”. .” The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. . (c) Subject to Section 2.53.7, at as soon as reasonably practicable after the ClosingEffective Time, Parent Landcadia shall cause to be issued or paid from the Exchange Agent Fund to each Company Waitr Stockholder that holds Company Waitr Capital Stock (other than shares of Waitr Common Stock to be canceled pursuant to Section 3.3(c) and any Waitr Dissenting Shares), Waitr Warrant Holder and In-the-Money Vested Option Holder, immediately prior to the Effective Time (including any shares of Company Restricted Stock, but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to as set forth in the Exchange Agent, at least three (3) Business Days prior to the Waitr Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6)Statement, (A) evidence of book-entry shares representing the number of whole shares of the aggregate Parent Class A Common Stock or Parent Class V Common Stock in respect of Portion payable to such Company Capital Stock held by such Company Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder, which shares shall be subject to the Stockholder Lockup Agreement, and (B) evidence an amount of book-entry shares representing the number of Parent Class A Warrants of cash equal to (1) the aggregate Parent Warrants in respect of Cash Portion payable to payable to such Company Capital Stock held by such Company Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder, plus (C2) evidence of book-entry shares representing the number of whole shares of aggregate Earn Out Shares in respect of such Company Capital Stock held by such Company Stockholder and (D) notwithstanding anything in Section 2.4(a), Section 2.4(b) or Section 2.4(c) to the contrary, an amount equal to any cash in lieu of fractional shares which that such Company Stockholder payable to such Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder has the right to receive in respect of such Company Capital Stock pursuant to Section 2.5(g3.7(c), by wire transfer of immediately available funds to the account such Company Waitr Stockholder identified in the Waitr Letter of Transmittal for such Company Waitr Stockholder. Notwithstanding anything in this Agreement to the contrary contrary, the aggregate Cash Portion payable to the Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders listed on Schedule 3.6(c) shall be subject to the limitations set forth on Schedule 3.6(c) and, to the extent the aggregate Cash Portion payable to such Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders exceeds the limitations set forth on Schedule 3.6(c), such excess (the “Excess Cash Portion Amount”) shall be deemed not payable in cash under this Agreement and shall be paid in shares of Landcadia Common Stock to such Waitr Stockholders, Waitr Warrant Holders and In-the-Money Vested Option Holders in a number equal to (i) the Excess Cash Portion Amount attributable to such Waitr Stockholder, Waitr Warrant Holder and In-the-Money Vested Option Holder divided by (ii) the Reference Price. (d) Notwithstanding anything in this AgreementAgreement to the contrary, Landcadia shall not be obligated to issue shares of Landcadia Common Stock to any Waitr Stockholder that Landcadia, in its sole discretion, does not reasonably believe is an “accredited investor” within the meaning of Regulation D promulgated by the SEC under no circumstances shall Parent the Securities Act (each, a “Non-Accredited Waitr Stockholder”). In lieu of issuing the shares of Landcadia Common Stock to which such Non-Accredited Waitr Stockholder would otherwise be required entitled under this Article III, Landcadia may, in its sole discretion, elect to pay to any Equity Holder or any other Person more than such Non-Accredited Waitr Stockholder an amount in cash (the “Substitute Cash Amount”) equal to the product of (i) the Stock Consideration, Warrant Consideration and Earn Out Consideration, in each casePortion payable to such Non-Accredited Waitr Stockholder, as allocated in accordance with this Article IIset forth on the Waitr Closing Statement, multiplied by (ii) the Reference Price.