X0206 3 2019-02-11 0 0001653247 Waitr Holdings Inc. WTRH 0001667127 SCHRAMM DAMON E. C/O WAITR HOLDINGS INC. 844 RYAN STREET, SUITE 300 LAKE CHARLES LA 70601 0 1 0 0 Chief Legal Officer Common Stock 1594 D Options 12.20 Common Stock 16393 D Deferred Stock Units Common Stock 60155 D One-third of the options will vest and become exercisable on each of the first, second and third anniversaries of February 1, 2019. The options will generally expire on the tenth anniversary of February 1, 2019, subject to earlier expiration upon termination of the Reporting Person's employment with the Issuer. On January 17, 2019, the Issuer consummated the acquisition (the "Acquisition") of BiteSquad.com, LLC ("Bite Squad"), pursuant to an Agreement and Plan of Merger, dated as of December 11, 2018 (the "Merger Agreement"), by and among the Issuer, Bite Squad and Wingtip Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement, the Reporting Person has the right to receive 60,155 shares of the Issuer's common stock six months from the closing of the Acquisition, subject to the Reporting Person's continued employment with the Issuer through such date. The closing price of the Issuer's common stock was $11.95 on the effective date of the Acquisition. See Exhibit 24.1 - Power of Attorney /s/ Joel L. Rubinstein, Attorney-in-Fact 2019-02-15