Exhibit
4.3 


 


Execution
Version


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED
UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND THE SECURITIES HAVE BEEN
QUALIFIED OR ARE EXEMPT UNDER APPLICABLE STATE SECURITIES LAWS, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144, OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES
PROVIDED THAT SUCH PLEDGE DOES NOT CONSTITUTE OR RESULT IN A TRANSFER OF THE SECURITIES UNDER ANY APPLICABLE LAWS, RULES OR REGULATIONS.


 


	No.____________	Original
    Issuance Date: November 15, 2018


 


WAITR
HOLDINGS INC.


 


WARRANT
TO PURCHASE [●] SHARES OF

COMMON STOCK, PAR VALUE $0.0001 PER SHARE


 


For
VALUE RECEIVED, [●] (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant,
from Waitr Holdings Inc., a Delaware corporation (“Company”),
at any time after the date hereof (the “Initial Exercise Date”) and not later than 5:00 P.M., Eastern time,
on November 15, 2022 (the “Expiration Date”), at an exercise price per share equal to $13.00, subject to adjustment
hereunder (the “Exercise Price”), [●] shares (“Warrant Shares”) of the Company’s
Common Stock, par value $0.0001 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise
of this Warrant and the Exercise Price shall be subject to adjustment from time to time as described herein.


 


Section
1.          Registration. The Company shall maintain books for the transfer
and registration of this Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register this Warrant
in the name of the Warrantholder.


 


Section
2.          Transfers. As provided herein, this Warrant may be transferred
only pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), and if qualified under applicable state securities laws or pursuant to an exemption from such registration and
qualification. Subject to such restrictions, the Company shall transfer this Warrant, in whole or in part, from time to time upon
the books to be maintained by the Company for that purpose, upon surrender thereof for transfer, properly endorsed or accompanied
by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if
required by the Company, a written opinion of the Warrantholder’s counsel reasonably satisfactory to the Company to the
effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer
is being made in accordance with the terms hereof, and a new Warrant or Warrants shall be issued to the transferee(s) evidencing
the rights of the transferee(s) to the remaining Warrant Shares under this Warrant, which new Warrant or Warrants shall in all
other respects be identical to this Warrant and the surrendered Warrant shall be canceled by the Company.


 




     


     


    

 


 Section 3.             Exercise of Warrant.




 


(a)              This
Warrant may be exercised in whole or in part at any time on or after the Initial Exercise Date and prior to the Expiration Date
upon delivery of the notice of exercise form attached hereto as Appendix A (the “Notice of Exercise”)
and payment by cash, certified check or wire transfer (or, in certain circumstances, by cashless exercise as provided in Section
3(d)) for the aggregate Exercise Price for that number of Warrant Shares then being purchased, to the Company during normal
business hours on any day other than a Saturday or Sunday on which banks are open for business in New York City (a “Business
Day”) at the Company’s principal executive offices (or such other office or agency of the Company as the Company
may designate by notice to the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder
or the Warrantholder’s designee, as the record owner of such shares, as of 5:00 P.M. New York City time on the date on which
the aggregate Exercise Price shall have been paid and the completed Notice of Exercise shall have been delivered. Certificates
for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Notice of Exercise, shall be
transmitted by the Company’s transfer agent (1) after submission by a Warrantholder of an undertaking in the form attached
hereto as Appendix B by crediting the account of the Holder’s prime broker with The Depository Trust Company (“DTC”)
through its Deposit / Withdrawal At Custodian system if the Company is a participant in such system, and (2) otherwise by physical
delivery to the address specified by the Warrantholder in the Notice of Exercise, within a reasonable time, not exceeding three
(3) Trading Days (as defined below) after this Warrant shall have been so exercised, including payment of the aggregate Exercise
Price and the delivery of a completed Notice of Exercise (the “Warrant Share Delivery Date”). The certificates
so delivered shall be in such denominations as may be reasonably requested by the Warrantholder and shall be registered in the
name of the Warrantholder or such other name as shall be designated by the Warrantholder in the Notice of Exercise. In addition
to any other rights available to the Warrantholder, if the Company fails to deliver to the Warrantholder a certificate or certificates
representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the
Warrantholder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Warrantholder of the Warrant Shares which the Warrantholder anticipated receiving upon such exercise
(a “Buy-In”), then, at the Company’s sole option, the Company shall either (i) pay cash to the Warrantholder
in an amount equal to the Warrantholder’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver
such certificate (and to issue such shares of Common Stock) or credit such Warrantholder’s balance account with DTC shall
terminate, or (ii) promptly honor its obligation to deliver to the Warrantholder a certificate or certificates representing such
shares of Common Stock or credit such Warrantholder’s balance account with DTC and pay cash to the Warrantholder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the
Market Price (as defined below) on the date of exercise. Warrantholder shall provide the Company written notice indicating the
amounts payable to the Warrantholder in respect to the Buy-In, together with applicable confirmations and other evidence reasonably
requested by the Company. Nothing herein shall limit a Warrantholder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof, and the Company agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the
defense in any action for specific performance that a remedy at law would be adequate. Notwithstanding anything herein to the
contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Company until the Warrantholder
has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Warrantholder
shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of
Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Warrantholder and the Company shall maintain records
showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any
Notice of Exercise within one Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records
of the Company’s transfer agent shall be controlling and determinative in the absence of manifest error. The Warrantholder,
by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof. For purposes of this Warrant:


 




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(1)         a
“Trading Day” means (A) a day on which the Common Stock is traded on a Trading Market (as defined below), or
(B) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded on OTC Markets Group, Inc.’s
OTCQB or OTCQX (the “OTC Markets”), or (C) if the Common Stock is not quoted on the OTC Markets, a day on which
prices for the Common Stock are reported in the OTC Pink marketplace operated by OTC Markets Group, Inc. (or any similar organization
or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed,
quoted or reported as set forth in (A), (B) and (C) hereof, then Trading Day shall mean a Business Day;


 


(2)         “Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the New York Stock Exchange
or the NYSE American; and


 


(3)         “Market
Price” as of a particular date (the “Valuation Date”) shall mean the following: (A) if the Common
Stock is then listed on a Trading Market or quoted on the OTC Markets, the volume weighted average price of the Common Stock as
reported during the ten (10) Trading Day period ending on the Trading Day prior to the Valuation Date; or (B) if the Common Stock
is not then listed on a Trading Market or quoted on the OTC Markets, the fair market value of one share of Common Stock as of
the Valuation Date shall be determined in good faith by the Board of Directors of the Company. If the Common Stock is not then
listed on a Trading Market or quoted on the OTC Markets or such other exchange or association, the Board of Directors of the Company
shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value
of a share of Common Stock as determined in good faith by the Board of Directors of the Company.


 




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In
addition to any other rights available to the Warrantholder, if the Company fails to deliver to the Warrantholder a certificate
or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, the Company
shall be liable to the Warrantholder for liquidated damages in an amount equal to 1.5% of the aggregate Exercise Price of the
Warrant Shares issuable pursuant to such exercise for each thirty (30) day period (or pro rata for any portion thereof)
beyond the Warrant Share Delivery Date.


 


(b)          If
this Warrant shall have been exercised in part, the Company shall, at the request of the Warrantholder and upon surrender of this
Warrant, at its own expense and at the time of delivery of the certificate or certificates representing Warrant Shares, deliver
to the Warrantholder a new Warrant evidencing the rights of the Warrantholder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant.


 


(c)          Notwithstanding
anything to the contrary herein, the Warrantholder shall not have the right to exercise any portion of this Warrant, pursuant
to this Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise, the Warrantholder
(together with the Warrantholder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own
in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Warrantholder and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination
of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise
of the remaining, nonexercised portion of this Warrant beneficially owned by the Warrantholder or any of its affiliates and (B) exercise
or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other shares of Common Stock, Warrants or other Convertible Securities) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Warrantholder or any of its affiliates. Except as set forth
in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged by
the Warrantholder that the Company is not representing to the Warrantholder that such calculation is in compliance with Rule 13d-3
of the Exchange Act, and the Warrantholder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is
exercisable (in relation to other securities owned by the Warrantholder together with any affiliates) and of which portion of
this Warrant is exercisable shall be in the sole discretion of the Warrantholder, and the submission of a Notice of Exercise shall
be deemed to be the Warrantholder’s determination of whether this Warrant is exercisable (in relation to other securities
owned by the Warrantholder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject
to the limitation contained herein, and neither the Company nor its transfer agent shall have any obligation to verify or confirm
the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 3(c), in determining the number of outstanding shares of Common Stock, the Warrantholder may rely on the number
of outstanding shares of Common Stock as reflected in the latest of (x) the Company’s most recent Form 10-Q or Form
10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company
or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Following the written or
oral request of the Warrantholder, the Company shall, or shall cause its transfer agent to, within two Trading Days confirm orally
and in writing to the Warrantholder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Warrantholder or its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. The provisions of this Section 3(c) may be waived by the Warrantholder, at the election of the Warrantholder,
upon not less than 61 days’ prior notice to the Company, and the provisions of this Section 3(c) shall continue
to apply until such 61st day (or such later date, as determined by the Warrantholder, as may be specified in such notice of waiver).


 




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(d)          Notwithstanding
any other provision contained herein to the contrary, so long as the Company is required under the Registration Rights Agreement,
dated as of the date hereof, between the Company and the parties listed on the signature pages thereto (the “Registration
Rights Agreement”), to have effected the registration of the Warrant Shares for sale to the public pursuant to a Resale
Shelf Registration Statement (as such term is defined in the Registration Rights Agreement), if the Company fails to have effected
the registration of the Warrant Shares or fails to have a current prospectus available for delivery or otherwise, the Warrantholder
may elect to receive, without the payment by the Warrantholder of the aggregate Exercise Price in respect of the shares of Common
Stock to be acquired, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this
Warrant (or such portion of this Warrant being so exercised) together with the Net Issue Election Notice annexed hereto as Appendix
C duly executed, at the office of the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully
paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula:


 





X
= Y x (A – B)


  A


 


where


 


X
= the number of shares of Common Stock to be issued to the Warrantholder;


 


Y
= the number of Warrant Shares covered by this Warrant that the Warrantholder is surrendering at such time for cashless exercise
(including both shares to be issued to the Warrantholder and shares to be canceled as payment therefor);


 


A
= the Market Price of one share of Common Stock as at the time the net issue election is made; and


 


B
= the Exercise Price in effect under this Warrant at the time the net issue election is made.


 




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		Section
                              4.	Compliance
                                         with the Securities Act.



 


(a)              Unless
issued pursuant to an effective registration statement, all Warrant Shares issued upon exercise of the Warrant shall bear a legend
in substantially the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED
UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND THE SECURITIES HAVE BEEN
QUALIFIED OR ARE EXEMPT UNDER APPLICABLE STATE SECURITIES LAWS, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144, OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES
PROVIDED THAT SUCH PLEDGE DOES NOT CONSTITUTE OR RESULT IN A TRANSFER OF THE SECURITIES UNDER ANY APPLICABLE LAWS, RULES OR REGULATIONS.


 


(b)          In
connection with a transfer of Warrant Shares pursuant to clause (II) in the legend set forth in Section 4(a),
the Company shall promptly cause the legend to be removed from any such Warrant Shares upon delivery by the holder
of such Warrant Share(s) to the Company and/or and the transfer agent for such shares of Common Stock such legal
opinions, certificates or other documentation or evidence as may reasonably be required by either of them to determine
that such transfer complies with the Securities Act and other applicable U.S. securities laws.


 




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Section
5.          Payment of Taxes. The Company will pay any documentary stamp,
issue or transfer taxes or other incidental expenses attributable to the initial issuance of Warrant Shares issuable upon the
exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name
other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be required
to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company
the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid. The Warrantholder
shall be responsible for income taxes due under federal, state or other law, if any such tax is due. The Company shall pay all
of the Company’s transfer agent fees required for same-day processing of any Notice of Exercise.


 


Section
6.          Mutilated or Missing Warrants. In case this Warrant shall
be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the
mutilated Warrant, or in lieu of and substitution for this Warrant lost, stolen or destroyed, a new Warrant of like tenor and
for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction of this Warrant (which shall not include the posting of any bond), and with respect to a lost,
stolen or destroyed Warrant, reasonable indemnity with respect thereto, if requested by the Company.


 


Section
7.          Authorized Shares. The Company hereby represents and warrants
that there have been reserved, and the Company shall during the period the Warrant is outstanding at all applicable times keep
reserved, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights
of purchase represented by this Warrant. The Company covenants that all Warrant Shares issued upon due exercise of this Warrant
shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock of the Company and free from all taxes, liens and charges created by the Company in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed. The Company will carry out the terms of this Warrant in good faith. The Company will
(i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.


 




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Section
8.          Adjustments. The Exercise Price and number of Warrant Shares
subject to this Warrant shall be subject to adjustment from time to time as set forth in this Section 8;
provided, that (i) there shall be no adjustment
to the Exercise Price or to the number of Warrant Shares acquirable upon exercise of the Warrant, as provided in this Section
8 (an “Adjustment”), unless and until such Adjustment, together with any previous Adjustments to the
Exercise Price or to the number of Warrant Shares so acquirable that would otherwise have resulted in an Adjustment were it not
for this proviso, would require an increase or decrease of at least 1% of the total number of Warrant Shares so acquirable at
the time of such Adjustment, in which event such Adjustment and all such previous Adjustments shall immediately occur and (ii)
notwithstanding the foregoing, all such deferred Adjustments that have not yet been made shall be made upon the exercise of all
or a portion of this Warrant.


 


(a)          If
the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on
its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or
combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of
this Warrant and the Exercise Price in effect immediately prior to the date upon which such change shall become effective, shall
be adjusted by the Company so that the Warrantholder thereafter exercising this Warrant shall be entitled to receive the number
of shares of Common Stock or other capital stock which the Warrantholder would have received if this Warrant had been exercised
immediately prior to such event upon payment of an Exercise Price that has been adjusted to reflect a fair allocation of the economics
of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.


 




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(b)          If
any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with
another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all
of the Company’s assets to another corporation shall be effected (each, a “Fundamental Transaction”),
then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby each Warrantholder shall
thereafter have the right to exercise this Warrant and receive upon the basis and upon the terms and conditions herein specified
and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities
or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number
of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had this Warrant been exercised in full immediately
prior to such Fundamental Transaction (the “Transaction Consideration”), and in any such case appropriate provision
(as determined in good faith by the Board of Directors of the Company) shall be made with respect to the rights and interests
of each Warrantholder to the end that the provisions hereof (including, without limitation, the provision for the adjustment of
the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any Transaction
Consideration deliverable upon the exercise hereof; provided, however, that if the holders of Common Stock were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such Fundamental
Transaction, then the kind and amount of securities, cash or other assets constituting the Transaction Consideration for which
the Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the
holders of the Common Stock in such Fundamental Transaction that affirmatively make such election; provided further, however,
that if less than 70% of the consideration receivable by the holders of the Common Stock in the Fundamental Transaction is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the Warrantholder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of
such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Securities and Exchange Commission,
the Exercise Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Exercise Price in effect prior
to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant
immediately prior to the consummation of the applicable Fundamental Transaction based on the Black-Scholes Warrant Model for a
Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount,
(1) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during
the ten (10) Trading Day period ending on the Trading Day prior to the effective date of the applicable event, (2) the assumed
volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the Trading Day immediately
prior to the day of the announcement of the applicable event, and (3) the assumed risk-free interest rate shall correspond to
the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means
(i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10)
Trading Day period ending on the Trading Day prior to the effective date of the applicable event. If any reclassification or reorganization
also results in a change in shares of Common Stock covered by Section 8(a), then such adjustment shall be made pursuant
to Section 8(a) and this Section 8(b). The Company shall not effect any such Fundamental Transaction unless prior
to or simultaneously with the consummation thereof the successor corporation or entity (if other than the Company) resulting from
such consolidation or merger, or the corporation or entity purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing
on the books of the Company, such Transaction Consideration as, in accordance with the foregoing provisions, the Warrantholder
may be entitled to receive upon exercise hereof, and the other obligations under this Warrant. The provisions of this Section
8(b) shall similarly apply to successive Fundamental Transactions.


 




    	 	9	 



     


    

 


(c)            In
case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences
of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus
or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Exercise Price to be
in effect after such payment date shall be determined as follows:


 





Adjusted
Exercise Price = A x (B x C) - D


                                                                                                 B
x C




 


where


 


“A”equals
the Exercise Price in effect immediately preceding such payment date;


 


“B”equals
the number of shares of Common Stock outstanding immediately preceding such payment date;


 


“C”equals
the Market Price per share of Common Stock immediately preceding such payment date; and


 


“D”equals
the aggregate fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences
of indebtedness so distributed, or of such subscription rights or warrants.


 


(d)            An
adjustment to the Exercise Price shall become effective immediately after the payment date in the case of each dividend or distribution
and immediately after the effective date of each other event which requires an adjustment.


 


(e)            In
the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to
receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable
upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.


 


(f)            Except
as provided in Section 8(i), if and whenever the Company shall issue or sell, or is, in accordance with any of Section
8(h)(1) - (7), deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the time of such issue or sale, then, and in each such case (a “Trigger
Issuance”), the then-existing Exercise Price shall be reduced, as of the close of business on the effective date of
the Trigger Issuance, to a price determined as follows:


 





Adjusted
Exercise Price = B x A + D


      A
+ C




 


where


 


“A”equals
the sum of (a) the number of shares of Common Stock actually outstanding at such time, plus (b) the number of
shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (c) the number
of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating
as outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case,
regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that
the foregoing shall not be deemed to include shares owned or held by or for the account of the Company or any of its wholly-owned
subsidiaries;


 




    	 	10	 



     


    

 


“B”equals
the Exercise Price in effect immediately preceding such Trigger Issuance;


 


“C”equals
the number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and


 


“D”equals
a number of shares of Common Stock equal to (i) the aggregate consideration, if any, received or deemed to be received by the
Company upon such Trigger Issuance divided by (ii) the Exercise Price in effect immediately prior to the time of such issue or
sale;


 


provided,
however, that in no event shall the Exercise Price after giving effect to such Trigger Issuance be greater than the Exercise
Price in effect prior to such Trigger Issuance.


 


(g)            [Reserved.]


 


(h)            For
purposes of Section 8(f), “Additional Shares of Common Stock” shall mean all shares of Common Stock
issued by the Company or deemed to be issued pursuant to this Section 8(h), other than Excluded Issuances (as defined in
Section 8(i)). For purposes of Section 8(f), the following Section 8(h)(1) - (7) shall also be applicable:


 


(1)         Issuance
of Rights or Options. In case at any time the Company shall in any manner grant (directly and not by assumption in a merger
or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or
any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options”
and such convertible or exchangeable stock or securities being called “Convertible Securities”) whether or
not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price
per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible
Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount,
if any, received or receivable by the Company as consideration for the granting of such Options, plus (y) the aggregate amount
of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options
which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale
of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable
upon the exercise of such Options) shall be less than the Exercise Price in effect immediately prior to the time of the granting
of such Options, then the total number of shares of Common Stock issuable upon the exercise of such Options or upon conversion
or exchange of the total amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have
been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities
and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price. Except as otherwise provided in
Section 8(h)(3), no adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange
of such Convertible Securities.


 




    	 	11	 



     


    

 


(2)         Issuance
of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise)
or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing
(i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company
as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration,
if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible Securities) shall be less than the Exercise Price in effect immediately
prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange
of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or
sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price,
provided that (a) except as otherwise provided in Section 8(h)(3), no adjustment of the Exercise Price shall be
made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further
adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options
to purchase any such Convertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions
of this Section 8(h).


 


(3)         Change
in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided
for in any Option referred to in Section 8(h)(1), the additional consideration, if any, payable upon the conversion or
exchange of any Convertible Securities referred to in Section 8(h)(1) or Section 8(h)(2), or the rate at which Convertible
Securities referred to in Section 8(h)(1) or Section 8(h)(2) are convertible into or exchangeable for Common Stock
shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would
have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the
termination of any Option for which any adjustment was made pursuant to Section 8(f) or any right to convert or exchange
Convertible Securities for which any adjustment was made pursuant to Section 8(f) (including without limitation upon the
redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder
shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option
or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.


 




    	 	12	 



     


    

 


(4)         Stock
Dividends. Subject to the provisions of this Section 8(h), in case the Company shall declare a dividend or make any
other distribution upon any stock of the Company (other than the Common Stock) payable in Common Stock, Options or Convertible
Securities, then any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend
or distribution shall be deemed to have been issued or sold without consideration.


 


(5)         Consideration
for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration
received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any underwriting
commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options
or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than
cash received by the Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board
of Directors of the Company, after deduction of any underwriting commissions or concessions paid or allowed by the Company in
connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company,
together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto,
such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors
of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith,
other Options or Convertible Securities (the “Additional Rights”) are issued, then the consideration received
or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using
the Black-Scholes Option Pricing Model or another method mutually agreed to by the Company and the Warrantholder). The Board of
Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder as to the fair market value of
the Additional Rights. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon
the fair market value of the Additional Rights, the Company and the Warrantholder shall jointly select an appraiser, who is experienced
in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne by
the Company.


 




    	 	13	 



     


    

 


(6)         Record
Date. In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (i) to
receive a dividend or other distribution payable in Options or Convertible Securities or (ii) to subscribe for or purchase Options
or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock
deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date
of the granting of such right of subscription or purchase, as the case may be; provided, that if before taking any such
action the Company abandons its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter
no adjustment shall be required by the taking of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.


 


(7)         Treasury
Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for
the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation
or retirement thereof) shall be considered an issue or sale of Common Stock for the purpose of this Section 8(h).


 


(i)          Anything
herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the
case of the issuance or deemed issuance of (A) capital stock, Options or Convertible Securities issued to directors, officers,
employees or consultants of the Company in connection with their service as directors of the Company, their employment by the
Company or their retention as consultants by the Company pursuant to an equity compensation program approved by the Board of Directors
of the Company or the compensation committee of the Board of Directors of the Company; (B) shares of Common Stock issued upon
the conversion or exercise of Options or Convertible Securities issued prior to the date hereof; provided that neither
the conversion price or exercise price nor number of shares issuable under such Options or Convertible Securities is amended,
modified or changed after the date hereto other than pursuant to the provisions of such Options or Convertible Securities as they
exist as of the date hereof; (C) the Notes (as defined in the Credit Agreement) and the other Warrants issued to the lenders in
connection with the Credit Agreement (the “Credit Agreement”), dated as of the date hereof, among the Company
and the lenders party thereto and Luxor Capital Group, LP as administrative agent and lead arranger and the Credit and Guaranty
Agreement (as defined in the Credit Agreement), and securities issued upon the exercise or conversion of those securities; (D)
shares of Common Stock issued upon the exercise of this Warrant; or (E) shares of capital stock, Options or Convertible Securities
issued (I) in connection with a bona fide acquisition by the Company of another company or business or (II) to lenders as equity
kickers in connection with debt financings of the Company, in each case where such transactions have been approved by the Board
of Directors of the Company (collectively, “Excluded Issuances”).


 




    	 	14	 



     


    

 


(j)          Upon
any adjustment to the Exercise Price pursuant to Section 8(f), the number of Warrant Shares purchasable hereunder shall
be adjusted by multiplying such number by a fraction, the numerator of which shall be the Exercise Price in effect immediately
prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately thereafter. Notwithstanding
any other provisions of Section 8(f) to the contrary, no adjustment provided for in Section 8(f) shall result in
a reduction of the Exercise Price to an amount less than $0.0001 per Warrant Share (as appropriately adjusted for the occurrence
of any events listed in Section 8(a), 8(b) or 8(c)).


 


(k)          If
Section 8(a), Section 8(b) or Section 8(c) are applicable to an event, then Section 8(f) shall not
be operative with respect to such event.


 


Section
9.          Fractional Interest. The Company shall not issue fractions
of Warrant Shares upon the exercise of all or a portion of this Warrant. If any fractional share of Common Stock would, except
for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company shall, upon
the exercise of all or a portion of this Warrant, round down to the nearest whole number the number of shares of Common Stock
to be issued to the Warrantholder.


 


Section
10.         Benefits. Nothing in this Warrant shall be construed to give any
person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being
agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.


 


Section
11.        Notices to Warrantholder. Upon the happening of any event requiring
an adjustment of the Exercise Price and/or the number of Warrant Shares, the Company shall promptly give written notice thereof
to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Exercise Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect
the legality or validity of the subject adjustment.


 


Section
12.         Identity of Transfer Agent. The transfer agent for the Common
Stock is Continental Stock Transfer & Trust Company. Upon the appointment of any subsequent transfer agent for the Common
Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by
this Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent.


 


Section
13.         Notices. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal
delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile or email, then such notice shall
be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed
given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first
class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall
be deemed given one business day after delivery to such carrier. All notices shall be addressed as follows: if to the Warrantholder,
at its address as set forth in the Company’s books and records and, if to the Company, at the address as follows, or at
such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other:


 




    	 	15	 



     


    

 


If
to the Company:


 


Waitr
Holdings Inc.

1510 West Loop South

Houston, Texas 77027


Email:
SScheinthal@ldry.com

Attention: General Counsel


 


and


 


Waitr
Inc.


844
Ryan Street, Suite 300


Lake
Charles, LA 70601

Email: Chris Meaux chris@waitrapp.com


Attention:
Chief Executive Officer





in
each case, with a copy to:


Winston
& Strawn LLP


200
Park Avenue


New
York, NY 10166

Email: JRubinstein@winston.com


Attention:
Joel Rubinstein


 


and


 


Cara
Stone, LLP


650
Poydras Street, Suite 1130


New
Orleans, LA 70130

Email: mg@carastone.com


Attention:
Mark Graffagnini


 


Section
14.         Registration Rights. The initial Warrantholder is entitled to
the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant
as provided in the Registration Rights Agreement, and any subsequent Warrantholder shall be entitled to such rights.


 


Section
15.         Successors. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.


 




    	 	16	 



     


    

 


Section
16.         Nonwaiver and Expenses. No course of dealing or any delay or failure
to exercise any right hereunder on the part of any party shall operate as a waiver of such right or otherwise prejudice such party’s
rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Expiration Date. If a party willfully
and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the other party, such
party shall pay to such other party such amounts as shall be sufficient to cover any costs and expenses including, but not limited
to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by such other party in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


Section
17.         Limitation of Liability. No provision hereof, in the absence of
any affirmative action by the Warrantholder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of
the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the purchase price of
any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.


 


Section
18.         Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference
to the choice of law provisions thereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits
to the exclusive jurisdiction of the courts of the State of New York located in the borough of Manhattan, New York County and
the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any
such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of
any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE
WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS
THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


Section
19.         No Rights as Stockholder. Prior to the exercise of this Warrant,
the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.


 


Section
20.         Amendment; Waiver. This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and
the Warrantholder.


 


Section
21.         Section Headings. The section headings in this Warrant are for
the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.


 


[Signature
Page Follows]


 




    	 	17	 



     


    

IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the date first written above.


 


	 	WAITR
    HOLDINGS INC.
	 	 
	 	By:	    
	 	Name:
	 	Title: 


 




    	 	18	 



     


    

 


APPENDIX
A

WAITR HOLDINGS INC.

WARRANT NOTICE OF EXERCISE FORM


 


To
[Name]:


 


The
undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”)
pursuant to this notice of exercise form (“Exercise Notice”) for, and to purchase thereunder by the payment of the
Exercise Price and surrender of this Warrant, __________ shares of Common Stock (“Warrant Shares”) provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:


 


	 	Name	 
	 	 	 
	 	 	 
	 	 	 
	 	Address	 
	 	 	 
	 	Federal
    Tax ID or Social Security No.	 


 





	and delivered by:               (certified mail to the above address, or
	(electronically         (provide DWAC instructions:
	_________________), or
	(other
	_________________________________) (specify).




 


and,
if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of this Warrant, that a new Warrant
for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder
or the undersigned’s assignee as below indicated and delivered to the address stated below.


 


Notwithstanding
anything to the contrary contained herein, this Exercise Notice shall constitute a representation by the Warrantholder of the
Warrant submitting this Exercise Notice that, after giving effect to the exercise provided for in this Exercise Notice, such Warrantholder
(together with its affiliates) will not have beneficial ownership (together with the beneficial ownership of such person’s
affiliates) of a number of shares of Common Stock which exceeds 9.99% of the total outstanding shares of Common Stock as determined
pursuant to the provisions of Section 3(c) of this Warrant. In determining whether the Warrantholder (together with its
affiliates) will not have beneficial ownership (together with the beneficial ownership of the Warrantholder’s affiliates)
of a number of shares of Common Stock which exceeds 9.99%, the Company may rely on the above representation and warranty of the
Warrantholder.


 




    	 	A-1	 



     


    

 


Dated:________________,
________


 


	Note:  The signature
    must correspond with 	Signature:	 
	the name of the Warrantholder as written	 
	on the first page of this Warrant in every	Name (please print)
	particular, without alteration or enlargement	 
	or any change whatever, unless this Warrant	 
	has been assigned.	Address
	 	 
	 	Federal Identification or 
	 	Social Security No.
	 	 
	 	Assignee:
	 	 
	 	 
	 	 


 




    	 	A-2	 



     


    

 


APPENDIX
B

FORM OF UNDERTAKING


 


SHAREHOLDER
CERTIFICATE


 


The
undersigned (the “Shareholder”) is delivering this certificate to Waitr Holdings Inc., a Delaware company (the
“Company”), in connection with the Shareholder’s request to remove the transfer restriction legends under
the Securities Act of 1933, as amended (the “Securities Act”), from certificates or book-entry notations with
respect to _____________ shares of common stock, par value $.0001 per share (the “Shares”), of the Company,
issued in in the name of the Shareholder.


 


The
Shareholder hereby represents and warrants to the Company that it is sophisticated in financial matters, is familiar with the
registration requirements under the Securities Act and is an institutional accredited investor under Rule 501(a) promulgated under
the Securities Act because it falls within one of the categories set forth on Annex A hereto.


 


The
Shareholder hereby covenants to the Company that the Shareholder will transfer the Shares only (a) pursuant to Rule 144 promulgated
under the Securities Act on or after November 21, 2019, (b) in a transaction otherwise exempt from the registration requirements
of the Securities Act if the transferee executes and delivers to the Company a certificate in the form of this certificate prior
to or concurrently with such transfer or (c):


 


		1.	at
                                         such time or times as the Registration Statement on Form S-3 (File No. 333-[ ]) initially
                                         filed with the Securities and Exchange Commission (“SEC”) on [ ], 2018 and
                                         declared effective by the SEC on [ ], 201[8], is effective and the prospectus that forms
                                         a part of the Registration Statement (the “Prospectus”) is current
                                         (and the Shareholder has not received oral or written notice from the Company that the
                                         Prospectus is suspended or otherwise may not be used for transfers of the Shares);



 


		2.	pursuant
                                         to and in the manner contemplated by the Registration Statement, including the “Plan
                                         of Distribution” contained therein; and



 


		3.	otherwise
                                         in compliance with the Securities Act, including the rules and regulations promulgated
                                         thereunder.



 


Any
notice to the Shareholder pursuant to paragraph 1 above shall be delivered orally, by email, fax or overnight or standard postal
delivery to:


 


[Address]


[Telephone]


[Facsimile]


[Email]


 


The
Shareholder further covenants to provide the Company with any update to the Shareholder’s contact information set forth
above to the extent necessary for purposes of any notification to be delivered to the Shareholder hereunder. Any such notice shall
be delivered via email to [ ] and [ ].


 




    	 	B-1	 



     


    

 


The
Company’s legal counsel is authorized to rely on this certificate for purposes of preparing and delivering any legal opinion(s)
required in connection with the removal of the transfer restriction legends from the Shares.


 


	 	Very
truly yours,	 
	 	 	 
	 	Name of Shareholder:	 
	 	Signature:	 
	 	Name of Signatory:	 
	 	Title of Signatory:	 




  


[Signature
Page to Shareholder Certificate]


 




    	 	B-2	 



     


    

 


Annex
A


 


Institutional
Accredited Investor Categories


 





	 	 ̈	Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company 


 


	 	 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000 


 


	 	 ̈	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000 


 


	 	 ̈	a corporation, similar business trust, partnership or any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000 


 


	 	 ̈	Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person 


 


	 	 ̈	Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests


 




     


     


    

 


APPENDIX
C

WAITR HOLDINGS INC.

NET ISSUE ELECTION NOTICE


 


To:
[Name]


 


Date:
[_______________]


 


The
undersigned hereby elects under Section 3(d) of this Warrant to surrender the right to purchase [________________] shares
of Common Stock pursuant to this Warrant and hereby requests the issuance of [______________] shares of Common Stock. The certificate(s)
for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated
below.


 


	Signature	 
	 	 
	 	 
	Name for Registration	 
	 	 
	 	 
	Mailing Address	 


 




    	 	C-1