(a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, except that any provisions of this Agreement which expressly relate to the fiduciary duties of directors which arise under the laws of the Netherlands shall be governed by, and construed in accordance with, the laws of the Netherlands. (c) The Management Board of Parent has, at a meeting duly called and held, (i)determined that it is fair to and in the best interests of Parent and its business enterprise, and declared it advisable, that Parent enter into this Agreement and consummate the Transactions, including the Mergers and the issuance of Parent ADSs and the underlying Parent Ordinary Shares contemplated hereby; (ii)adopted this Agreement and approved the execution, delivery and performance by Parent of this Agreement and the Transactions, including the Mergers and the issuance of Parent ADSs and the underlying Parent Ordinary Shares contemplated hereby, subject to obtaining the Parent Shareholder Approval; and (iii)resolved to recommend that the holders of Parent Ordinary Shares vote in favor of the Transaction Proposals, the Board Nominations and the Pre-Emptive Rights Authorization. Except with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated or replaced, (i)each Company Material Contract (and each Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract had been in effect as of the date of this Agreement) is valid and binding on the Company and any of its Subsidiaries to the extent such Person is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full. Company Takeover Proposal shall have the meaning set forth in Section5.3(f). Any information set forth in one section or subsection of the Company Disclosure Schedule or Parent Disclosure Schedule shall be deemed to be set forth in each other. Regulatory Approvals shall have the meaning set forth in Section5.5(b). (c) Nothing contained in this Agreement is intended to give Parent, Merger Sub or Merger Sub II, directly or indirectly, the right to control or direct the Companys or its Subsidiaries operations prior to the First Effective Time and nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parents or its Subsidiaries operations prior to the First Effective Time. Environmental Laws shall mean all Laws relating to pollution or to the protection, investigation or restoration of the environment or natural resources, including Laws relating to Releases of hazardous materials or the protection of human health and safety (as it relates to exposure to hazardous materials). (d) Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Company be required to pay the Termination Fee pursuant to this Section7.3 on more than one occasion. Each Subsidiary of the Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Company Common Stock shall have the meaning set forth in Section2.1. DTC shall have the meaning set forth in Section2.3(b). (a) The Company has made available to Parent correct and complete copies of (i)each material Company Plan (or, if unwritten, a written summary thereof), and all amendments thereto, (ii)the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each material Company Plan (if any such report was required), (iii) the most recent summary plan description for each material Company Plan for which such summary plan description is required and (iv)where applicable, each trust agreement and insurance or group annuity contract relating to each material Company Plan. Just Eat Takeaway will have 100% of shares of Grubhub. (d) Parent shall, no later than ten (10)Business Days following the date of this Agreement, irrevocably appoint in accordance with applicable Law a registered agent for service of process in the State of Delaware to accept and acknowledge service of any and all processes against it in any Action by a party hereto permitted under the terms of this Agreement, with the same effect as if Parent had been lawfully served with such process in such jurisdiction and shall maintain such an agent for service of process until the First Effective Time, and Parent waives all claims of error by reason of such service; provided that the party hereto effecting such service shall also deliver a copy thereof on the date of such service to the other parties hereto by email in accordance with Section8.11. (f) None of the Company Plans provide material post-termination health or welfare benefits except as may be required by Section4980B of the Code and Section601 of ERISA or any other applicable Law or at the sole expense of the participant or the participants beneficiary. Notwithstanding the foregoing, nothing contained in this Section5.3 or in Section5.6 or any other provision of this Agreement shall prohibit the Company or the Company Board (or any duly authorized committee thereof) from taking and disclosing to the Companys stockholders its position with respect to any tender or exchange offer by a third party in compliance with Rules 14d-9 and 14e-2 promulgated under the Exchange Act; provided that any disclosure made in accordance with this sentence that constitutes a Company Adverse Recommendation Change shall result in all of the consequences of a Company Adverse Recommendation Change set forth in this Agreement. First Effective Time shall have the meaning set forth in Section1.3. (b) Each restricted stock unit with respect to shares of Company Common Stock that is outstanding immediately prior to the First Effective Time (collectively, the Company RSUs) shall at the First Effective Time be converted into a restricted stock unit of Parent (each, an Assumed RSU) with respect to a number of Parent ADSs (or Parent Ordinary Shares, as determined by Parent acting reasonably) (rounded to the nearest number of whole Parent ADSs or Parent Ordinary Shares, as the case may be) equal to the product of (i)the number of shares of Company Common Stock subject to such Company RSU immediately prior to the First Effective Time and (ii)the Exchange Ratio. No applicable Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority of competent jurisdiction (collectively, Restraints) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Transactions or making the consummation of the Transactions illegal. Maloney will step down from his CEO role as part of the merger and will join Just Eat Takeaways management board. For the avoidance of doubt, in no event shall the Company or Parent be entitled to both (i)specific performance to cause the other party to consummate the Transactions and (ii)the payment of the Termination Fee. Can they recapture business relationships with restaurant partners who walked away? (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i)the conduct of the respective businesses of the Company and its Subsidiaries is not, and since January1, 2018 has not been, infringing, misappropriating or otherwise violating any Persons Intellectual Property and there is no, and since January1, 2018 there has been no, claim of such infringement, misappropriation or other violation pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and (ii)to the Knowledge of the Company, (A)no Person is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company or any of its Subsidiaries and (B)no claims of such infringement, misappropriation or other violation are pending or threatened against any Person by the Company or any of its Subsidiaries, and (iii)there is no claim pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries challenging the ownership, use, validity or enforceability of any Company Owned IP. Just Eat Takeaway to Buy Grubhub for $7.3 Billion to Enter U.S. Notwithstanding the foregoing provisions of thisSection3.21, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form F-4, the Proxy Statement/Prospectus, any Parent Circular or the Parent Prospectus or any amendments or supplements thereto which were not supplied by or on behalf of the Company or any of its Subsidiaries. Grubhub undefined said Friday the "end date" for its acquisition by Netherlands-based Just Eat Takeaway.com has been extended to Dec. 31, 2021 from June 10, 2021. CFIUS shall have the meaning set forth in Section4.4. Each party hereto shall (x)supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Law or by CFIUS and (y)subject to Section5.5(c), promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Laws that may be required by any non-U.S. or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions as promptly as reasonably practicable, and in any event prior to the End Date. Will this deal make it worse? NYSE shall mean the New York Stock Exchange. Amsterdam-based Just Eat Takeaway said it will pay $75.15 per share for Grubhub in an all-stock deal. (e) None of the Parent Plans provide material post-termination health or welfare benefits except as may be required by applicable Law or at the sole expense of the participant or the participants beneficiary. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. June 15, 2021 The deal is done. (b) (i) The Company and its Subsidiaries are the sole and exclusive owners of all right, title and interest in and to the Company Owned IP and hold all of their right, title and interest in and to all of the Company Owned IP free and clear of all Liens other than Permitted Liens, (ii)the Company Owned IP and Company Licensed IP include all of the Intellectual Property reasonably necessary to, or used or held for use in the conduct of the respective businesses of the Company and its Subsidiaries as currently conducted and the Company and its Subsidiaries own or have sufficient rights to use and practice all such Intellectual Property, (iii)to the Knowledge of the Company, there exist no material restrictions on the use of any of the Company Owned IP, (iv)since January1, 2018, no material Company Owned IP has been abandoned or been adjudged to be invalid or unenforceable and (v)all Company Owned IP is subsisting, and to the Knowledge of the Company, none of the Company Owned IP is invalid or unenforceable.