Exhibit 10.10 


 


Execution Version


 


Executive Employment Agreement


 


This Employment Agreement
(the “Agreement”) is made and entered into as of November 15, 2018 by and between Chris Meaux (“Executive”)
and Waitr Holdings Inc., a corporation organized under the laws of the State of Delaware (the “Company”).


 


WHEREAS, the Company
is party to that certain Agreement and Plan of Merger, dated as of May 16, 2018 (the “Merger Agreement”), by
and among the Company (f/k/a Landcadia Holdings, Inc.), Landcadia Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company (“Merger Sub”), and Waitr Incorporated, a Louisiana corporation (“Waitr”),
pursuant to which Waitr will merge with and into Merger Sub (the “Transaction”); and


 


WHEREAS, in connection
with the Transaction, the Company desires to employ Executive on the terms and conditions set forth herein; and


 


WHEREAS, Executive
desires to be employed by the Company on such terms and conditions.


 


NOW, THEREFORE, in
consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:


 


1.          Term.
Executive’s employment hereunder shall be effective as of the date of the closing of the Transaction (the “Effective
Date”) and shall continue until such time as Executive’s employment with the Company terminates pursuant to Section
5 of this Agreement. Notwithstanding anything to the contrary herein, if the Merger Agreement terminates for any reason before
the Transaction is consummated, all of the provisions of this Agreement will terminate and there will be no liability of any kind
under this Agreement. The period during which Executive is employed by the Company hereunder is hereinafter referred to as the
“Employment Term.”


 


2.          Position
and Duties.


 


2.1       Position.
During the Employment Term, Executive shall serve as the Chief Executive Officer of the Company, reporting to Board of Directors
of the Company (the “Board”). In such position, Executive shall have such duties, authority, and responsibilities
as shall be determined from time to time by the Board, which duties, authority, and responsibilities are consistent with Executive’s
position. Executive shall, if requested, also serve as a member of the Board or as an officer or director of any affiliate of the
Company for no additional compensation.


 




     


     


    




2.2       Duties.
During the Employment Term, Executive shall devote substantially all of his business time and attention to the performance of Executive’s
duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would
conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of
the Board. Notwithstanding the foregoing, Executive will be permitted to (a) with the prior written consent of the Board (which
consent will not be unreasonably withheld or delayed), act or serve as a director, trustee, committee member, or principal of any
type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase
or own membership interest or shares in any publicly traded securities of any corporation; provided that, such ownership represents
a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such company or publicly
traded corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance
of Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations
set forth in Section 2 hereof and do not conflict or compete in any way with the business of the Company or any of its subsidiaries
or affiliates.


 


3.          Place
of Performance. The principal place of Executive’s employment shall be the Company’s principal executive
office currently located in Lafayette, Louisiana; provided that, Executive may be required to travel on Company business during
the Employment Term.


 


4.          Compensation.


 


4.1       Base
Salary. During the Employment Term, the Company shall pay Executive an annual rate of base salary of $450,000 in periodic
installments, less applicable deductions and withholdings, in accordance with the Company’s customary payroll practices and
applicable wage payment laws, but no less frequently than monthly. Commencing on or before May 1, 2019, Executive’s base
salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary
during the Employment Term. However, Executive’s base salary may not be decreased during the Employment Term other than as
part of an across-the-board salary reduction that applies in the same manner to all senior executives. Executive’s annual
base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”. The parties acknowledge
and agree that a portion of Executive’s Base Salary shall constitute consideration for Executive’s compliance with
the restrictions and covenants set forth in Section 8 of this Agreement.


 


4.2       Annual
Bonus.


 


(a)      For
each complete calendar year during the Employment Term, Executive shall be eligible to receive an annual bonus (the “Annual
Bonus”). As of the Effective Date, Executive’s annual target bonus opportunity shall be equal to 100% of Base Salary
(the “Target Bonus”), based upon the attainment of certain performance metrics established by the Board or the
Compensation Committee of the Board (the “Compensation Committee”), if such committee is established by the
Board. For the period beginning on the Effective Date and ending on the last day of the applicable calendar year (and in any other
calendar year in which Executive takes a leave of absence), Executive, in the discretion of the Board, shall be eligible to receive
a prorated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire calendar year multiplied by a
fraction the numerator of which is equal to the number of days Executive worked in the applicable calendar year and the denominator
of which is equal to the total number of days in such year).


 




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(b)      The Annual Bonus, if any, will be paid within sixty (60) days after the end of the applicable calendar year.


 


(c)      Except
as otherwise provided in Section 5, in order to be eligible to receive an Annual Bonus, Executive must be employed by the Company
on the last day of the applicable calendar year to which such Annual Bonus relates.


 


4.3       Equity
Award. As soon as practicable following the Effective Date, Executive shall receive 250,000 shares of restricted stock
(the “Award”) under the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the “Incentive Plan”).
The Award issued to Executive will vest in three (3) equal installments over a three-year service period following the grant date.
The Award shall be in accordance with the terms and conditions of the Incentive Plan and a written award agreement. All other terms
and conditions applicable to the Award shall be determined by the Board or the Compensation Committee.


 


4.4       Fringe
Benefits and Perquisites. During the Employment Term, Executive shall be entitled to fringe benefits and perquisites
consistent with the practices of the Company and governing benefit plan requirements (including plan eligibility provisions), and
to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company, including
without limitation, (a) a car allowance of $1,500 per month, and (b) a technology allowance of $600 per month.


 


4.5       Employee
Benefits. During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, practices,
and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”),
to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company shall reimburse
Executive in an amount equal to $800 per month for the monthly premiums due under the Employee Benefit Plans for himself and his
dependents. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion,
subject to the terms of such Employee Benefit Plan and applicable law.


 


4.6       Vacation;
Paid Time-Off. Executive shall receive vacation and other paid time-off in accordance with the Company’s policies for
executive officers as such policies may exist from time to time.


 


4.7       Relocation
Expenses. In the event the Company’s headquarters are moved and Executive agrees to relocate, the Company shall
pay, or reimburse Executive for, all reasonable relocation expenses incurred by Executive relating to his relocation.


 


4.8       Business
Expenses. Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment,
and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance
with the Company’s expense reimbursement policies and procedures.


 




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4.9       Legal
Fees Incurred in Negotiating the Agreement. The Company shall pay or Executive shall be reimbursed for Executive’s
reasonable legal fees incurred in negotiating and drafting this Agreement up to a maximum of $20,000, provided that any such payment
shall be made on or before December 15 of the calendar year immediately following the Effective Date.


 


4.10     Indemnification.


 


(a)      In
the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by Executive or the Company
related to any contest or dispute between Executive and the Company or any of its affiliates with respect to this Agreement or
Executive’s employment hereunder, by reason of the fact that Executive is or was a director or officer of the Company, or
any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent
of another corporation or a partnership, joint venture, trust, or other enterprise, Executive shall be indemnified and held harmless
by the Company to the maximum extent permitted under applicable law and the Company’s bylaws from and against any liabilities,
costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’
fees). Costs and expenses incurred by Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by
the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment;
(ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being
sought; and (iii) an undertaking adequate under applicable law made by or on behalf of Executive to repay the amounts so paid if
it shall ultimately be determined that Executive is not entitled to be indemnified by the Company under this Agreement.


 


(b)      During
the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and
maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms
that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.


 


4.11     Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation,
or any other compensation, paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company
which is subject to recovery under any law, government regulation, or stock exchange listing requirement, will be subject to such
deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement
(or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).


 


5.          Termination
of Employment. The Employment Term and Executive’s employment hereunder may be terminated by either the Company
or Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to
give the other party at least thirty (30) days advance written notice of any termination of Executive’s employment. The thirty
(30) day notice period shall be inclusive of and run concurrently with any mandatory notice periods provided for under any applicable
law. Upon termination of Executive’s employment during the Employment Term, Executive shall be entitled to the following
compensation and benefits from the Company or any of its affiliates.


 




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5.1       For
Cause or Without Good Reason.


 


(a)       Executive’s
employment hereunder may be terminated by the Company for Cause or by Executive without Good Reason. If Executive’s employment
is terminated by the Company for Cause or by Executive without Good Reason, Executive shall be entitled to receive:


 


(i)          any
accrued but unpaid Base Salary which shall be paid on the pay date immediately following the Termination Date (as defined below)
in accordance with the Company’s customary payroll procedures;


 


(ii)         reimbursement
for unreimbursed business expenses properly incurred by Executive, which shall be subject to and paid in accordance with the Company’s
expense reimbursement policy; and


 


(iii)        such
employee benefits (including equity compensation), if any, to which Executive may be entitled under the Company’s employee
benefit plans as of the Termination Date; provided that, in no event shall Executive be entitled to any payments in the nature
of severance or termination payments except as specifically provided herein.


 


Items 5.1(a)(i)
through 5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts.”


 


(b)      For
purposes of this Agreement, “Cause” shall mean:


 


(i)          the
conviction of Executive or his plea of nolo contendere for commission of any crime constituting a felony in the jurisdiction in
which committed; or any crime involving moral turpitude (whether or not a felony); or any other criminal act involving dishonesty
(whether or not a felony);


 


(ii)         Executive’s
commission of any act of fraud, theft, embezzlement, self-dealing, misappropriation or other malfeasance against the business of
the Company or any of the Company’s subsidiaries or affiliates and such conduct causes damage to the Company or any of the
Company’s subsidiaries or affiliates;


 


(iii)        alcohol
or illegal or controlled substance abuse by Executive that has affected the performance of Executive’s duties;


 




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(iv)        Executive’s
gross negligence or willful misconduct in the performance of, or failure to perform, the obligations of Executive under this Agreement
or the duties of employment or other engagement assigned by the Company or any of the Company’s subsidiaries or affiliates,
in each case which remains uncured or continues after fifteen (15) business days’ notice by the Company specifying in reasonable
detail the nature of the gross negligence or willful misconduct; or


 


(v)         Executive’s
refusal or failure to carry out a lawful directive of the Company, its subsidiaries or the Board or their respective designees,
which, in each case, causes material damage to the Company or the Company’s subsidiaries or affiliates; provided, however,
that in the first case of such refusal or failure, but not thereafter, the Company provided notice to Executive specifying in reasonable
detail the nature of the refusal or failure and such refusal or failure remains uncured or continues at the expiration of fifteen
(15) business days following such notice.


 


For purposes
of this provision, no act or failure to act on the part of Executive shall be considered “willful” unless it is done,
or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in
the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by
Executive in good faith and in the best interests of the Company.


 


Termination
of Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to Executive a copy of
a resolution duly adopted by the affirmative vote of a majority of the Board (after reasonable written notice is provided to Executive
and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that Executive has engaged
in the conduct described in any of (i)-(v) above. Except for a failure, breach, or refusal which, by its nature, cannot reasonably
be expected to be cured, Executive shall have ten (10) business days from the delivery of written notice by the Company within
which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a
delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable
under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect.
The Company may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate
Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.


 


(c)      For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during
the Employment Term without Executive’s written consent:


 


(i)          a
failure by the Company to promptly pay compensation when due and payable to Executive in connection with employment;


 




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(ii)         a
material reduction in Executive’s duties or responsibilities or Executive’s removal from such duties or responsibilities,
if applicable;


 


(iii)        a
material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to
such reduction, provided that such employee benefits were previously approved by the Board, if materially different than the employee
benefits to which other employees of the Company are entitled to, with the result that Executive’s overall benefits package
is significantly reduced, unless such material reduction constitutes an across-the-board benefits reduction applicable to all similarly
situated employees at the Company; or


 


(iv)        Executive’s
required relocation to a facility located fifty (50) miles or more from Lafayette, Louisiana.


 


Notwithstanding
the foregoing, Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of
the existence of the circumstances allegedly providing grounds for termination for Good Reason within ninety (90) days of the initial
existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure
such circumstances. If Executive does not terminate his employment for Good Reason within one hundred and eighty (180) days after
the first occurrence of the applicable grounds, then Executive will be deemed to have waived his right to terminate for Good Reason
with respect to such grounds.


 


5.2       Without
Cause or for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by Executive
for Good Reason or by the Company without Cause. In the event of such termination, Executive shall be entitled to receive the following:


 


(a)      The
Accrued Amounts;


 


(b)      Any
accrued but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date, which shall
be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable
deferred compensation arrangement;


 


(c)      One
and one-half (1.5) times Executive’s Base Salary as in effect immediately prior to the Termination Date;


 


(d)      A
payment equal to the product of (i) the Annual Bonus, if any, that Executive would have earned for the fiscal year in which the
Termination Date (as determined in accordance with Section 5.6) occurs based on actual achievement of the applicable performance
goals for such year and (ii) a fraction, the numerator of which is the number of days Executive was employed by the Company during
the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”).
This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than
two and-one-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs;


 




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(e)      If
Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”), the Company shall reimburse Executive for the monthly COBRA premiums paid by Executive for himself
and his dependents (the “COBRA Payments”). Such reimbursement shall be paid to Executive on the first day of
the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to
receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date Executive
is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive receives substantially similar
coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this
Section 5.2(e) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the
“ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated
thereunder), the parties agree to reform this Section 5.2(e) in a manner as is necessary to comply with the ACA.


 


(f)       The
Award will vest in full and the treatment of any other outstanding equity awards shall be determined in accordance with the terms
of the Incentive Plan and the applicable award agreements.


 


The receipt
of these amounts are subject to Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement
and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in
substantially the form attached hereto as Exhibit A (the “Release”) and such Release becoming effective within
thirty (30) days following the Termination Date (such thirty-day period, the “Release Execution Period”).


 


5.3       Death
or Disability.


 


(a)       Executive’s
employment hereunder shall terminate automatically upon Executive’s death during Employment Term, and the Company may terminate
Executive’s employment on account of Executive’s Disability.


 


(b)      If
Executive’s employment is terminated during the Employment Term on account of Executive’s death or Disability, Executive
(or Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:


 


(i)          the
Accrued Amounts; and


 


(ii)         any
post-employment benefits due under the terms and conditions of the Employee Benefit Plans.


 




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Notwithstanding
any other provision contained herein, all payments made in connection with Executive’s Disability shall be provided in a
manner which is consistent with federal and state law.


 


(c)      For
purposes of this Agreement, “Disability” shall mean Executive’s inability to substantially perform his
duties hereunder, even with reasonable accommodation, due to a medically determinable physical or mental illness or injury which
lasts for, or is reasonably expected to last for, ninety (90) consecutive days or one hundred twenty (120) days in any 12-month
period, whether or not consecutive. The Board reserves the right, in good faith, to make the determination of Disability under
this Agreement based upon information supplied by Executive and/or his medical personnel, as well as information from medical personnel
(or others) selected by the Board or the Company’s insurers, which determination shall be conclusive as of its date absent
fraud or manifest error.


 


5.4       Change
in Control Termination.


 


(a)       Notwithstanding
any other provision contained herein, if Executive’s employment hereunder is terminated by Executive for Good Reason or by
the Company without Cause (other than on account of Executive’s death or Disability), in each case, within twelve (12) months
following a Change in Control, Executive shall be entitled to receive the Accrued Amounts and subject to Executive’s compliance
with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a Release which becomes effective within
thirty (30) days following the Termination Date, Executive shall be entitled to receive the following:


 


(i)          a
lump sum payment equal to two (2) times the sum of Executive’s Base Salary, which shall be paid within thirty (30) days following
the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year,
payment shall not be made until the beginning of the second taxable year;


 


(ii)         a
lump sum payment equal to Executive’s Target Bonus for the calendar year in which the Termination Date (as determined in
accordance with Section 5.6) occurs (or if greater, the year in which the Change in Control occurs), which shall be paid within
sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends
in another taxable year, payment shall not be made until the beginning of the second taxable year; and


 


(iii)        the
Award will vest in full and the treatment of any other outstanding equity awards shall be determined in accordance with the terms
of the Incentive Plan and the applicable award agreements.


 




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(b)      If
Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse Executive for the
monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to Executive on the first
(1st) of the month immediately following the month in which Executive timely remits the premium payment. Executive shall
be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii)
the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive receives
substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s payments
under this Section 5.4(b) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under
the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.4(b) in a manner as
is necessary to comply with the ACA.


 


(c)      For
purposes of this Agreement, “Change in Control” shall have the meaning set forth under the Incentive Plan.


 


5.5       Notice
of Termination. Any termination of Executive’s employment hereunder by the Company or by Executive during the
Employment Term (other than termination pursuant to Section 5.3(a) on account of Executive’s death) shall be communicated
by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section
25. The Notice of Termination shall specify:


 


(a)      the
termination provision of this Agreement relied upon;


 


(b)      to
the extent applicable, the facts and circumstances claimed to provide a basis for termination of Executive’s employment under
the provision so indicated; and


 


(c)      the
applicable Termination Date.


 


5.6       Termination
Date. Executive’s “Termination Date” shall be:


 


(a)      if
Executive’s employment hereunder terminates on account of Executive’s death, the date of Executive’s death;


 


(b)      if
Executive’s employment hereunder is terminated on account of Executive’s Disability, the date that it is determined
that Executive has a Disability;


 


(c)       if
the Company terminates Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to Executive;


 


(d)      if
the Company terminates Executive’s employment hereunder without Cause, the date specified in the Notice of Termination, which
shall be no less than forty-five (45) days following the date on which the Notice of Termination is delivered; provided that, the
Company shall have the option to provide Executive with a lump sum payment equal to forty-five (45) days’ Base Salary in
lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement,
Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and


 




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(e)       if
Executive terminates his employment hereunder with or without Good Reason, the date specified in Executive’s Notice of Termination,
which shall be no less than forty-five (45) days following the date on which the Notice of Termination is delivered; provided that,
the Company may waive all or any part of the forty-five (45) day notice period for no consideration by giving written notice to
Executive and for all purposes of this Agreement, Executive’s Termination Date shall be the date determined by the Company.


 


  Notwithstanding
anything contained herein, the Termination Date shall not occur until the date on which Executive incurs a “separation from
service” within the meaning of Section 409A (as defined in Section 23 of this Agreement).


 


5.7       Mitigation.
In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and except as provided in Section 5.2(e), any amounts payable
pursuant to this Section 5 shall not be reduced by compensation Executive earns on account of employment with another employer.


 


5.8       Resignation
of All Other Positions. Upon termination of Executive’s employment hereunder for any reason, Executive agrees
to resign, effective on the Termination Date, from all positions that Executive holds as an officer or member of the Board (or
a committee thereof) of the Company or any of its affiliates.


 


5.9       Section
280G.


 


(a)      Notwithstanding
any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits
received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change
in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement,
or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute
“parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)
and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company
shall either (i) reduce (but not below zero) such payments or benefits received or to be received by Executive so that the aggregate
present value of the payments and benefits received by Executive is $1.00 less than the amount which would otherwise cause Executive
to incur an Excise Tax, or (ii) be paid in full, whichever results in the greatest net after-tax payment to Executive.


 




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(b)      All
calculations and determinations under this Section 5.9 shall be made by an independent
accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations
shall be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations and determinations
required by this Section 5.9, the Tax Counsel may rely on reasonable, good faith
assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive
shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its
determinations under this Section 5.9. The Company shall bear all costs the Tax
Counsel may reasonably incur in connection with its services.


 


6.          Cooperation.
The parties agree that certain matters in which Executive will be involved during the Employment Term may necessitate Executive’s
cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent
reasonably requested by the Board, Executive shall cooperate with the Company in connection with matters arising out of Executive’s
service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of Executive’s other
activities. The Company shall reimburse Executive for reasonable expenses incurred in connection with such cooperation and, to
the extent that Executive is required to spend substantial time on such matters, the Company shall compensate Executive at an hourly
rate based on Executive’s Base Salary on the Termination Date.


 


7.          Confidential
Information. Executive understands and acknowledges that during the Employment Term, he will have access to and learn
about Confidential Information, as defined below.


 


7.1       Confidential
Information Defined.


 


(a)      Definition.


 


For purposes
of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally
known to the public, in spoken, printed, electronic or any other form or medium, relating directly or to and information that is
used, developed or obtained by the Company or any of its affiliates (collectively, the “Company Group”) in connection
with its business, including, but not limited to, information, observations and data obtained by Executive during Executive’s
employment with the Company concerning: business affairs, business processes, practices, products, methods, policies, plans, publications,
documents, research, operations, services, fees, pricing structures, analyses, photographs, strategies, techniques, agreements,
contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets,
computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases,
manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information,
results, accounting information, accounting records, legal information, marketing information, advertising information, pricing
information, credit information, design information, payroll information, staffing information, personnel information, employee
lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches,
market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles,
models, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental
results, specifications, customer information, customer lists, client information, client lists, restaurant partner list of the
Company Group or its businesses or any existing or prospective customer, supplier, investor or other associated third party, or
of any other person or entity that has entrusted information to the Company Group in confidence.


 




    	 	12	 



     


    

 


Executive understands
that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise
identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary
in the context and circumstances in which the information is known or used.


 


Executive understands
and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as
if the Company furnished the same Confidential Information to Executive in the first instance. Confidential Information shall not
include information that is generally available to and known by the public at the time of disclosure to Executive; provided that,
such disclosure is through no direct or indirect fault of Executive or person(s) acting on Executive’s behalf.


 


(b)      Company
Creation and Use of Confidential Information.


 


Executive
understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge
into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees,
and improving its offerings in the field of restaurant delivery services. Executive understands and acknowledges that as a result
of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information
provides the Company with a competitive advantage over others in the marketplace.


 


(c)      Disclosure
and Use Restrictions.


 


Executive agrees
and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose,
publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made
available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to
know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event,
not to anyone outside of the direct employ of the Company except as required in the performance of Executive’s authorized
employment duties to the Company or with the prior consent of the Board acting on behalf of the Company in each instance (and then,
such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use
any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential
Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company,
except as required in the performance of Executive’s authorized employment duties to the Company or with the prior consent
of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and
to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as
may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized
government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.
Executive shall promptly provide written notice of any such order to the Board.


 




    	 	13	 



     


    

 


(d)      Notice
of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”).
Notwithstanding any other provision of this Agreement:


 


(i)          Executive
will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret
that:


 


(A)         is
made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and
(2) solely for the purpose of reporting or investigating a suspected violation of law; or


 


(B)         is
made in a complaint or other document filed under seal in a lawsuit or other proceeding.


 


(ii)         If
Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the
Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive:


 


(A)         files
any document containing trade secrets under seal; and


 


(B)         does
not disclose trade secrets, except pursuant to court order.


 


Executive understands
and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence
immediately upon Executive first having access to such Confidential Information (whether before or after he begins employment by
the Company) and shall continue during and after his employment by the Company until such time as such Confidential Information
has become public knowledge other than as a result of Executive’s breach of this Agreement or breach by those acting in concert
with Executive or on Executive’s behalf.


 




    	 	14	 



     


    

 


8.          Restrictive
Covenants.


 


8.1       Acknowledgement.
Executive understands that the nature of Executive’s position gives him access to and knowledge of Confidential Information
and places him in a position of trust and confidence with the Company. Executive understands and acknowledges that the intellectual
services he provides to the Company are unique, special, or extraordinary. Executive further understands and acknowledges that
the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance
and commercial value to the Company, and that improper use or disclosure by Executive is likely to result in unfair or unlawful
competitive activity.


 


8.2       Non-Competition.
Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered
to Executive, during the Employment Term and for the twenty-four (24) month period beginning on the last day of Executive’s
employment with the Company, for any reason or no reason and whether employment is terminated at the option of Executive or the
Company, Executive agrees and covenants not to engage in Prohibited Activity within the State of Louisiana (the “Restricted
Territory”).


 


For purposes
of this Section 8, “Prohibited Activity” is activity in which Executive contributes his knowledge, directly
or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner,
director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business
as the Company, including those engaged in the business of food delivery. Prohibited Activity also includes activity that may require
or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information.


 


The Company
regards the following as its primary, but not exclusive, competitors engaged in the business of food delivery: Ubereats, Postmates,
GrubHub and DoorDash.


 


Nothing herein
shall prohibit Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation,
provided that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of
a group that controls, such corporation.


 


This Section
8 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be
waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
Executive shall promptly provide written notice of any such order to the Board.


 


8.3       Non-Solicitation
of Employees. Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or
recruit, or induce the termination of employment of any employee of the Company during the Employment Term and a twenty-four (24)
month period beginning on the last day of Executive’s employment with the Company.


 




    	 	15	 



     


    

 


8.4       Non-Solicitation
of Customers. Executive understands and acknowledges that because of Executive’s experience with and relationship
to the Company, he will have access to and learn about much or all of the Company’s customer information. “Customer
Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order
preferences, chain of command, pricing information, and other information identifying facts and circumstances specific to the customer
and relevant to sales and services.


 


Executive
understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm
to the Company.


 


Executive agrees
and covenants, during the Employment Term and the twenty-four (24) month period beginning on the last day of Executive’s
employment with the Company, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail,
express mail, telephone, fax, and instant message), attempt to contact, or meet with the Company’s current customers located
in the State of Louisiana or the State of California for purposes of offering or accepting goods or services similar to or competitive
with those offered by the Company.


 


9.          Non-Disparagement.
Executive agrees and covenants that he will not at any time, directly or indirectly, make, publish or communicate to any person
or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses,
or any of its employees, officers, shareholders, members or advisors, or any member of the Board.


 


This Section 9 does
not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived
by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an
authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. Executive
shall promptly provide written notice of any such order to the Board.


 


The Company agrees
and covenants that it shall cause its officers and directors to refrain from making any defamatory or disparaging remarks, comments,
or statements concerning Executive to any third parties.


 


10.        Acknowledgement.
Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character;
that Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing
strategies by virtue of Executive’s employment; and that the restrictive covenants and other terms and conditions of this
Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.


 




    	 	16	 



     


    

 


Executive further acknowledges
that the amount of his compensation reflects, in part, his obligations and the Company’s rights under Section 7, Section
8, and Section 9 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any
kind not otherwise referenced herein in connection herewith; and that he will not be subject to undue hardship by reason of his
full compliance with the terms and conditions of Section 7, Section 8, and Section 9 of this Agreement or the Company’s enforcement
thereof.


 


11.        Remedies.
In the event of a breach or threatened breach by Executive of Section 7, Section 8, or Section 9 of this Agreement, Executive hereby
consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent
injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without
the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity
of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies,
monetary damages, or other available forms of relief.


 


12.        Arbitration.
Any dispute, controversy, or claim arising out of or related to this Agreement, except for disputes arising under Section 7, Section
8, or Section 9 of this Agreement (including, without limitation, any claim for injunctive relief), or its interpretation, application,
implementation, breach or enforcement which the parties hereto are unable to resolve by mutual agreement, shall be settled by submission
by either Executive or the Company of the controversy, claim or dispute to binding arbitration in Lafayette, Louisiana (unless
the parties hereto agree in writing to a different location), before a single arbitrator in accordance with the Employment Dispute
Resolution Rules of the American Arbitration Association then in effect. In any such arbitration proceeding the parties hereto
agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be accompanied
by a reasoned opinion, and shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered
thereon in any court having jurisdiction thereof. The prevailing party in such arbitration shall be entitled to reimbursement from
the non-prevailing party for the totality of the arbitrator’s, administrative, and reasonable legal fees and costs. Upon
the request of any of the parties hereto, at any time prior to the beginning of the arbitration hearing the parties may attempt
in good faith to settle the dispute by mediation administered by the American Arbitration Association.


 


13.        Proprietary
Rights.


 


13.1     Work
Product. Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship,
technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other
work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to
practice by Executive individually or jointly with others during the period of his employment by the Company and relate in any
way to the business or contemplated business, products, activities, research, or development of the Company or result from any
work performed by Executive for the Company (in each case, regardless of when or where prepared or whose equipment or other resources
is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies,
and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and
to US and foreign (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade
dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with
the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including computer programs), and rights
in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property
rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and
extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of
the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.


 




    	 	17	 



     


    

 


For purposes
of this Agreement, Work Product includes, but is not limited to, Company information, including plans, publications, research,
strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer
applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings,
sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual
programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental
results, specifications, customer information, client information, customer lists, client lists, manufacturing information, marketing
information, advertising information, and sales information.


 


13.2     Work
Made for Hire; Assignment. Executive acknowledges that, by reason of being employed by the Company at the relevant times,
to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire”
as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does
not apply, Executive hereby irrevocably assigns to the Company, for no additional consideration, Executive’s entire right,
title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim,
and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding
thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights,
title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would
have had in the absence of this Agreement.


 


13.3     Further
Assurances; Power of Attorney. During and after his employment, Executive agrees to reasonably cooperate with the Company
to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property Rights
in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation,
giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers,
assignments, and other documents and instruments as shall be requested by the Company. Executive hereby irrevocably grants the
Company power of attorney to execute and deliver any such documents on Executive’s behalf in his name and to do all other
lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance
of all Intellectual Property Rights therein, to the full extent permitted by law, if Executive does not promptly cooperate with
the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The
power of attorney is coupled with an interest and shall not be affected by Executive’s subsequent incapacity.


 




    	 	18	 



     


    

 


13.4     No
License. Executive understands that this Agreement does not, and shall not be construed to, grant Executive any license
or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials,
software, or other tools made available to him by the Company.


 


14.        Security.


 


14.1     Security
and Access. Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force
from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities
access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems,
e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any
and all other Company facilities, IT resources and communication technologies (“Facilities and Information Technology
Resources”); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the
Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination
of Executive’s employment by the Company, whether termination is voluntary or involuntary. Executive agrees to notify the
Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized
access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or
other Company property or materials by others.


 


14.2     Exit
Obligations. Upon (a) voluntary or involuntary termination of Executive’s employment or (b) the Company’s
request at any time during Executive’s employment, Executive shall (i) provide or return to the Company any and all Company
property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access
devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files,
books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage
devices, hard drives, negatives, and data and all Company documents and materials belonging to the Company and stored in any fashion,
including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession
or control of Executive, whether they were provided to Executive by the Company or any of its business associates or created by
Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials
not returned to the Company that remain in Executive’s possession or control, including those stored on any non-Company devices,
networks, storage locations, and media in Executive’s possession or control.


 




    	 	19	 



     


    

 


15.        Publicity.
Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees,
of Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures,
photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity,
sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms
and media throughout the world, at any time during or after the period of his employment by the Company, for all legitimate commercial
and business purposes of the Company (“Permitted Uses”) without further consent from or royalty, payment, or
other compensation to Executive. Executive hereby forever waives and releases the Company and its directors, officers, employees,
and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal
or equitable theory whatsoever at any time during or after the period of his employment by the Company, arising directly or indirectly
from the Company’s and its agents’, representatives’, and licensees’ exercise of their rights in connection
with any Permitted Uses.


 


16.        Governing
Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of the
State of Louisiana without regard to conflicts of law principles and irrespective of Executive’s work location. Any action
or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the
State of Louisiana, Parish of Lafayette. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts
and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.


 


17.        Entire
Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations
between Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree
that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the
Agreement.


 


18.        Modification
and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed
to in writing and signed by Executive and by the Board. No waiver by either of the parties of any breach by the other party hereto
of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar
or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of
the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further
exercise thereof or the exercise of any other such right, power, or privilege.


 


19.        Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any
portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder
of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part
hereof and treated as though originally set forth in this Agreement.


 




    	 	20	 



     


    

 


The parties further
agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing
such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems
warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.


 


The parties expressly
agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event,
should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified
as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set
forth herein.


 


20.        Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


21.        Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


 


22.        Tolling.
Should Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will
run from the first date on which Executive ceases to be in violation of such obligation.


 


23.        Section
409A.


 


23.1     General
Compliance. This Agreement is intended to comply with Section 409A of the Code and the regulations, rules and other
guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed and administered
in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement
may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this
Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a
short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment
payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon
a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that
may be incurred by Executive on account of non-compliance with Section 409A.


 




    	 	21	 



     


    

 


23.2     Specified
Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in
connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within
the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i),
then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the
Termination Date or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate
of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated
based on the applicable federal rate published by the Internal Revenue Service for the month in which Executive’s separation
from service occurs shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining
payments shall be paid without delay in accordance with their original schedule.


 


23.3     Reimbursements.
To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in
accordance with the following:


 


(a)      the
amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 


(b)      any
reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar
year in which the expense was incurred; and


 


(c)      any
right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


 


24.        Successors
and Assigns. This Agreement is personal to Executive and shall not be assigned by Executive. Any purported assignment
by Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to
any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially
all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors
and assigns.


 


25.        Notice.
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below
(or such other addresses as specified by the parties by like notice):


 


If to the Company:


 


Waitr Holdings Inc.


 


844 Ryan Street, Suite 300


Lake Charles, LA 70601


Attention: Board of Directors


 




    	 	22	 



     


    

 


If to Executive, to
his address most recently on file with the Company.


 


26.        Representations
of Executive. Executive represents and warrants to the Company that:


 


(a)      Executive’s
acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation
of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound; and


 


(b)      Executive’s
acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition,
or other similar covenant or agreement of a prior employer.


 


27.        Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for
the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.


 


28.        Survival.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive
such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.


 


29.        Acknowledgement
of Full Understanding. EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS
INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY
OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.


 


[signature page
follows]


 




    	 	23	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	 	WAITR HOLDINGS INC.
	 	 
	 	By:	/s/ David Pringle
	 	Name: David Pringle
	 	Title: Chief Financial Officer


 


	EXECUTIVE	 
	 	 
	/s/ Chris Meaux	 
	Chris Meaux	 


 




     


     


    

 


EXHIBIT A


 


Separation
and release AGREEMENT


 


Effective this _____
day of _________________, Chris Meaux, a resident of the State of Louisiana (“you”) and Waitr Holdings
Inc., a Louisiana corporation doing business in the State of Louisiana (the “Company”) hereby enter into
this Separation and Release Agreement (this “Agreement”). Capitalized terms used in this Agreement but
not otherwise defined herein shall have the meanings given to them in your Executive Employment Agreement with the Company dated
_____________ (the “Employment Agreement”):


 


1. Termination of
Employment. The last date of your employment with the Company is _______________, at which point the Company accepts your resignation.
You will be provided your final base salary paycheck, including all pay for earned, unused paid days off, on the next regular payday
in accordance with the Employment Agreement.


 


2. Severance Payments.
The Company shall make a payment to you of $________ as Severance under your Employment Agreement. This Severance payment will
be paid to you in accordance with the Employment Agreement.


 


3. Release.
You (on behalf of yourself and all of your heirs, assigns, legal representatives, successors-in-interest, or any person claiming
through you) hereby release and discharge any claim, charge, complaint, demand, dispute, or liability of any kind that relates
to or involves your employment (or termination) by the Company, any other agreement governing your relationship with the Company,
and/or your separation from the Company, except those claims that may arise from any breach of this Agreement. This release and
discharge includes claims which you have had or now have against the Company or against any other business that is related to the
Company, including, but not limited to all of its parent, subsidiary, and affiliated companies (“Related Entities”)
or against any current or former employee, officer, director, agent, shareholder, attorney, accountant, partner, insurer, advisor,
partnership, assign, successor-in-interest, joint venturer, and/or affiliated person of the Company or of any of the Related Entities
(“Related Persons”). The claims being released by you include, but are not limited to, any and all claims
for pay, benefits, damages, fees and costs, or any other relief that may be or could have been asserted in any legal or administrative
proceeding under federal law, including, but not limited to, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.A.
§§ 621 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.A. §§ 2000 et seq., 42 U.S.C.A.
§ 1981, the Americans With Disabilities Act, as amended, 42 U.S.C.A. App. §§ 12101 et seq., the Family and Medical
Leave Act, 29 U.S.C.A. §§ 2611 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C.A.
App. §§ 1.001 et seq.; or under any state or local statute or regulation, Act or law similar to the federal laws; or
any claim for tortious conduct, including, but not limited to, defamation or slander, infliction of emotional distress, negligence,
interference with contract, or for breach of contract or equitable relief. In short, you knowingly and voluntarily release any
and all claims you have had or may have against the Company, the Related Entities and the Related Persons.


 




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4. Governing Law.
This Agreement will be construed and interpreted in accordance with the laws of the State of Louisiana, without regard to conflicts
of laws principles.


 


5. Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same instrument. An electronic (including PDF) or photocopy of this Agreement shall be as binding as
the original, manually executed document.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 





	 	COMPANY:
	 	 
	 	WAITR HOLDINGS INC.
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	EXECUTIVE:
	 	
	 	 
	 	Chris Meaux