X0206 3 2020-05-28 0 0001653247 Waitr Holdings Inc. WTRH 0001813531 D'Ambrosio Mark C/O WAITR HOLDINGS INC. 214 JEFFERSON STREET, SUITE 200 LAFAYETTE LA 70501 0 1 0 0 Chief Sales Officer Restricted Stock Units Common Stock 333000 D Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock of Waitr Holdings Inc. (the "Company") or an equivalent amount in cash (or partly in cash and partly in shares). One-third of the RSUs shall vest each year over the course of three years, pursuant to the Restricted Stock Unit Award Agreement entered into by the Reporting Person as of May 28, 2020 (the "Grant Date"), beginning on the first anniversary of the Grant Date, subject to the Reporting Person's continued employment with the Company through the applicable vesting date, provided that the RSUs shall fully vest in the event of a Change of Control (as defined in the Waitr Holdings Inc. 2018 Omnibus Incentive Plan). See Exhibit 24.1 - Power of Attorney - Filed herewith. /s/ Roman Ibragimov, Attorney-in-Fact 2020-06-01