WTRH Waitr Holdings Inc

Item 1.01 Entry into a Material Definitive Agreement.

Limited Waiver and Conversion Agreement

In connection with the at-the-market offering (the “ATM Offering”) being conducted by Waitr Holdings Inc. (the “Company”) pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-230721), the Company, Waitr Inc. (the “C&G Borrower”), Waitr Intermediate Holdings, LLC (“Intermediate”), the lenders party thereto and Luxor Capital Group, LP (“Luxor LP”) entered into a Limited Waiver and Conversion Agreement (the “Agreement”), dated as of May 1, 2020 (the “Agreement Date”), pursuant to which (i) the lenders under that certain Credit and Guaranty Agreement, dated as of November 15, 2018, as subsequently amended (the “C&G Agreement”), by and among the C&G Borrower, Intermediate, Luxor LP and the lenders from time to time party thereto have agreed to waive any requirements to prepay the term loans outstanding under the C&G Agreement (the “C&G Term Loans”) as a result of the ATM Offering and (ii) (a) the C&G Borrower has agreed to prepay the C&G Term Loans in the amount of $12.5 million on the date that is 60 days following the Effective Date (as defined in the Agreement) and (b) the Company has agreed to permit the lenders (the “Credit Agreement Lenders”) under that certain credit agreement, dated as of November 15, 2018, as subsequently amended (the “Credit Agreement”), by and among the Company, Luxor LP and the lenders party thereto to, and the Credit Agreement Lenders have agreed to, convert a portion of the outstanding principal amount of the convertible promissory notes issued to the Credit Agreement Lenders under the Credit Agreement (the “Notes”) in the amount of $12.5 million into shares of common stock of the Company, par value $0.0001 (“Common Stock”), at a conversion rate of 746.269 shares of Common Stock per $1,000 principal amount of the Notes (calculated based on the closing price of $1.34 per share of Common Stock on The Nasdaq Global Select Market on April 30, 2020, the date immediately preceding the Agreement Date) (the “Conversion Shares”), notwithstanding the conversion rate then in effect pursuant to the terms of the Notes. The Conversion Shares will be subject to a customary lock-up for a period of 45 days.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.