GrubHub Inc. Shares Common Stock ($0.0001 par value) Form of Underwriting AgreementGrubHub Inc. • March 24th, 2014 • Services-business services, nec • New York
GrubHub Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as the representatives (the “Representatives”), [—] shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters [—] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company [and the Selling Stockholders] named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to [—] and [—], respectively, additional shares of Common Stock to cover over-allotments,
