Matthew M. Maloney - 15 Jun 2021 Form 4 Insider Report for GrubHub Inc.

Footnote F1

In accordance with the methodology and exchange ratio set for in the merger agreement between GrubHub Inc., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Just Eat Takeaway.com N.V. ("Parent"), as amended (the "Merger Agreement") dated June 10, 2020, these shares were exchanged for American Depositary Shares of Parent ("Parent ADSs").

Footnote F2

Each Restricted Stock Unit ("RSU") represented a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value.

Footnote F3

In accordance with the methodology and exchange ratio set forth in the Merger Agreement, these RSUs were assumed by Parent and converted into restricted stock units with respect to Parent ADSs, subject to the previously reported applicable vesting schedules.

Footnote F4

This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.

Footnote F5

This option, which provided for vesting 25% on February 1, 2019 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule.

Footnote F6

This option, which provided for vesting 25% on February 1, 2020 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule.

Footnote F7

This option, which provided for vesting ratably on May 1, August 1, November 1 and February 1 of each year for 16 consecutive quarters, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule.