#1GH Grubhub Investor Presentation February 2016 GRUBHUB#2Safe Harbor Statement GH This presentation contains "forward-looking statements," which are made in reliance on the "safe harbor" provisions of the U.S. Private Securities Litigation Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties and other factors that may cause actual results to differ materially from future results or outcomes expressed or implied by such forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "anticipates," "believes," "contemplates," "could," "seeks," "estimates," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions and the negatives of those terms. While forward-looking statements are our best prediction at the time they are made, you should not rely upon them. Forward-looking statements represent our management's beliefs and assumptions only as of the date of this presentation. For additional information concerning factors that could affect our financial results or cause actual results to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements included in our filings with the Securities and Exchange Commission (the "SEC"), including the "Risk Factors" section of our Annual Report on Form 10-K filed with the SEC on May 5, 2015 and our Quarterly Reports on Form 10-Q and any further disclosures we make in our Current Reports on Form 8-K. Our SEC filings are available electronically on our investor website at investors.grubhub.com or the SEC's website at www.sec.gov. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. This presentation includes certain non-GAAP financial measures as defined by SEC rules. We have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is available in the Appendix. In this presentation, unless the context otherwise requires, financial results and operating metrics (i) prior to the merger on August 8, 2013 reflect the combined historical results for GrubHub and Seamless, which operated as separate companies, and (ii) on or after August 8, 2013 reflect the results of GrubHub Inc. (the merged company). GRUBHUB 2#3GH Company Overview GRUBHUB#4Mission - Elevate Takeout Hungry Diners 6.7M Active Diners" (1) As of Q4 2015 NCREASED SAT MORE RESTAURANTS MORE DINERS GRUBHUB MORE ORDERS Restaurants >40K />1,000 Restaurants" Cities" 83mm orders and $2.4bn in gross food sales Over the Last Twelve Months 4#5Massive, Untapped and Highly Fragmented Market $75bn of takeout & delivery from Independent Restaurants Total Addressable Market Total Addressable Market plus $170bn of takeout & delivery from chains yields a Total Addressable Market of $245bn (1) Based on September 2013 Euromonitor International estimate GH GRUBHUB Before Delivery Chains more than double the online food delivery TAM, and at $2.4bn in food sales, no one else comes close to Grubhub in addressing it. GRUBHUB Including Delivery 5#6Grubhub Addresses Major Pain Points for Restaurants... Restaurant Benefits More Orders Broadest Reach High ROI Efficiency GH Restaurants receive an average of 30% more takeout orders in 1st year (1) Reach more diners that are primarily incremental Low risk with no up-front cost / High return with full priced orders Internet / Mobile orders are 50% more efficient than phone (1) (1) The Grubhub Economic Impact Study, October 2015 6#7...and Diners Diner Benefits Choice No Mark Ups Low Fees Transparency Service GH Largest network with >40,000 of the best restaurants across the country Menu price parity with ordering direct from the restaurant Industry low delivery fees of $1.50-3 vs. most others at > $5 Customize and control the order, knowing it's sent accurately Diner focus with every order backed by our 24/7 customer service 7#8Straightforward Business Model Grubhub only gets paid when the restaurant succeeds Grubhub Order with Restaurant Delivery $23 Food, Beverage & Tax $2 Delivery Fee $3 Tip $28 Ticket Grubhub Order with Grubhub Delivery $23 Food, Beverage & Tax $2 Delivery Fee $3 Tip GRUBHUB 15% Restaurant Marketing Commission $28 Ticket TM GRUBHUB 15% Restaurant Marketing Commission 15% Restaurant Delivery Commission $2 Delivery Fee TM GH Restaurant Completes Order and Fulfills Delivery Restaurant Completes Order Grubhub Driver Fulfills Delivery 8#9GH High Value Customers GRUBHUB#10Well over 90% of Orders are from Repeat Diners % of Orders from Repeat Diners 100% 90% 80% 70% 60% 50% 40% 30% 20% JAN 13 APR 13 JUL 13 OCT 13 JAN 14 APR 14 JUL 14 OCT 14 JAN 15 APR 15 JUL 15 OCT 15 GH DEC 15 10#11Value of Both New and Old Users Increases Over Time Net revenue per cohort Net Revenue Net Revenue Chicago - QI 2009 by Month 1 6 11 16 21 26 31 36 41 46 51 56 61 66 71 76 81 Months in Cohort Manhattan - Q1 2009 by Month 1 6 11 16 21 26 31 36 41 46 51 56 61 66 71 76 81 Months in Cohorl Los Angeles - Q1 2010 by Month 1 6 11 16 21 26 31 36 41 46 Months in Cohort 51 56 January Net Revenue Net Revenue Net Revenue 1 1 1 February 6 6 6 March Chicago - Q1 2013 by Month 11 11 16 21 Months in Cohort Manhattan - Q1 2013 by Month 16 21 Months in Cohorl Denver - Q1 2012 by Month II 26 16 21 Months in Cohort 26 31 26 31 31 GH 11#12Ordering Habits are Stable in Each Geography Mix shift towards lower frequency markets impacts company wide metrics (1) Orders per Repeat Diner per Month Dec-13 Feb-14 Apr-14 Jun-14 Aug-14 Oct-14 -Manhattan -NY (Excl. Manhattan) Includes Chicago, Boston, San Francisco, Los Angeles, Philadelphia and Washington DC Dec-14 Feb-15 Apr-15 Tier 1 excl. New York (0) Jun-15 •Corporate Aug-15 Oct-15 GH Dec-15 12#13Margins Remain High Excluding Temporary Investment Driver build out pressuring near term margins Adj. EBITDA (mm) $35 $30 $25 $20 $15 SIO $5 SO 35% Adj. EBITDA Margins $31.7 Grubhub excl. Delivery Grubhub Q4 2015 $0.5 Acquisitions ($5.5) Delivery Investment 27% Adj. EBITDA Margins $26.8 Total Company GH Excluding ~$17 million in new diner marketing costs would lift core Grubhub EBITDA margins to 50%+ Operating leverage in technology spend and G&A as business grows 13#14GH Delivery Opportunity GRUBHUB#15Why Delivery? Increased TAM More Diner Choice National Scale Efficient Economics probmed Chains add $170bn to the existing $75bn independent addressable market Improves network quality with more restaurants / reinforces the strength of current two sided network No reason to order from anywhere else! Grubhub can keep diner fees lower than competitors due to efficiencies of scale (1) Based on September 2013 Euromonitor International estimate GH 15#16Early Proof Points of Success Delivery Already Driving Growth in Tier 2 Markets Order growth in a number of Tier 2 Markets has accelerated following introduction of delivery... DAGS Growth Y/Y (1) 3/1/15 Repeat Diner Frequency Growth 4/1/15 3/1/15 5/1/15 4/1/15 With much of the impact being driven by improving repeat diner usage metrics Date of Delivery Rollout 5/1/15 6/1/15 7/1/15 8/1/15 9/1/15 -Market 1-Market 2 -Market 3-Market 4 Date of Delivery Rollout Defined as growth y/y in orders per repeat diner per month 6/1/15 7/1/15 8/1/15 9/1/15 -Market 1 -Market 2 -Market 3-Market 4 10/1/15 10/1/15 11/1/15 11/1/15 12/1/15 12/1/15 GH 16#17Economic Parity of Delivery Orders at Scale (1) Illustrative Unit Level Economics at Steady State (1) Average Ticket Size Commission Paid by Restaurant Commission Delivery Fee Paid to Grubhub Grubhub Revenue per Order Credit Card & Care Expenses Payment to Delivery Partner Grubhub Profit per Order Profit Margin Grubhub without Delivery $30.00 15.0% $4.50 $0 $4.50 $1.10 $0 $3.40 76% Grubhub Delivery Scenario 1 $30.00 27.5% $8.25 $2.75 $11.00 $1.10 $6.50 $3.40 31% GH Actual average ticket size, commission rate to restaurant, diner facing fees and payment to driver partner will vary based on market Grubhub Delivery Scenario 2 $30.00 32.5% $9.75 $1.25 $11.00 $1.10 $6.50 $3.40 31% In the Grubhub without delivery model, delivery fee is kept by restaurant (Approx. $2-5 per order) Grubhub sets fees in the delivery model, incl. diner delivery fees and fees paid to delivery partner Efficiency of scale allows Grubhub to drive down cost to the consumer 17#18GH Financial Highlights GRUBHUB#19Two Sided Network Creates a Virtuous Cycle Number of Restaurants (000s) 28.8 2013 $1.3 2013 33.9 2014 Gross Food Sales (2) (B) $1.8 2014 >40 2015 $2.4 2015 MORE RESTAURANTS MORE DINERS GRUBHUB NCREASED SA MORE ORDERS 3.4 2013 135.5 Active Diners (¹) (M) 2013 5.0 2014 Daily Average Grubs (3) (000s) 182.8 2014 (1) Calculated as the number of unique diner accounts from which an order has been placed in the past twelve months through our platform (2) Calculated as the total value of food, beverages, taxes, prepaid gratuities, and any delivery fees for all revenue generating orders processed through our platform during the twelve months ended December 31 (3) Calculated as the number of revenue generating orders placed on our platform divided by the number of days for a given period 6.7 2015 227.1 2015 GH 19#20Consistent Annual Growth in Key Metrics (1) Drives Financials " 3.4 2013 $1.3 Active Diners (MM) 5.0 2014 Gross Food Sales ($bn) $1.8 2013 2014 (1) Results for Grubhub and Seamless combined 6.7 2015 $2.4 2015 135.5 2013 $170 2013 Daily Average Grubs (000s) 182.8 2014 Revenue (SMM) $254 2014 227.1 2015 $362 2015 GH 20#21Quarterly Results Show Strong Growth and Typical Seasonality 5.6 Q1 2015 $590 Q1 2015 Active Diners (MM) 5.9 Q2 2015 $568 6.4 Gross Food Sales (Sbn) Q2 2015 Q3 2015 $554 Q3 2015 6.7 Q4 2015 $643 Q4 2015 235 QI 2015 $88.2 Q1 2015 Daily Average Grubs (000s) 220 Q2 2015 $88.0 212 Net Revenue (SMM) Q2 2015 Q3 2015 $85.7 Q3 2015 242 Q4 2015 $100.0 Q4 2015 GH 21#22Capital Efficient Model and Strong Financial Flexibility GH Capital light business model generates healthy cash flow ● ● Year end cash balance of $311mm Strong balance sheet and significant free cash flow generation provide flexibility to invest in growth while allowing us to return value to shareholders opportunistically ● 2015 Adjusted EBITDA of $105mm 2015 CapEx of $11mm- predominantly towards development no other large capital costs Negative working capital business $100mm buyback program authorized Actively negotiating credit facility of approximately $200mm Enables opportunistic purchases of stock going forward at attractive prices Expected net additional financial flexibility, even if full buyback authorization is utilized 22#23GH Appendix CRUBHUB 국 S#24Reconciliation of Adjusted EBITDA ($MM) (¹) Net Income Income Taxes Depreciation and Amortization EBITDA (2) Merger and Restructuring costs Stock-based Compensation Adjusted EBITDA Q1 2015 $10.6 $7.9 $6.2 $24.7 $0.6 $3.0 $28.3 Q2 2015 $9.4 $6.8 $8.8 $25.0 $0.1 $3.3 $28.4 (1) Totals may not sum due to rounding (2) Merger and restructuring costs include transaction and integration related costs, such as legal and accounting costs, associated with the Merger, and restructuring costs Q3 2015 $6.9 $4.8 $6.3 $18.0 $0.4 $3.1 $21.5 Q4 2015 $11.3 $4.4 $6.7 $22.3 $0.5 $4.1 $26.8 2015 $38.1 $23.9 $28.0 $90.0 $1.6 $13.5 $105.0 GH 24#25Reconciliation of Non-GAAP Net Income ($MM) (¹) Net Income Stock Based Compensation Amortization of Acquired Intangibles Write-down of Seamless Platform Merger and Restructuring Charges (²) Income Tax Adjustments Non-GAAP Net Income (1) (2) Diluted Average Shares (mm) Non-GAAP EPS ($) Q1 2015 $10.6 $3.0 $4.1 $0.6 ($3.3) $14.9 85.1 $0.18 Q2 2015 $9.4 $3.3 $4.7 $1.9 $0.1 ($4.3) $15.0 85.8 $0.17 Totals may not sum due to rounding Merger and restructuring costs include transaction and integration related costs, such as legal and accounting costs, associated with the Merger, and restructuring costs Q3 2015 $6.9 $3.1 $4.7 $0.4 ($3.5) $11.5 85.9 $0.13 Q4 2015 $11.3 $4.1 $4.8 $0.5 ($3.9) $16.7 86.0 $0.19 2015 $38.1 $13.5 $18.2 $1.9 $1.6 ($15.2) $58.1 85.7 $0.68 GH 25#26Unaudited Combined Financials - 2014 & 2015 (1) (MM unless otherwise noted) Active Diners Ending (000s) Daily Average Grubs (000s) Gross Food Sales (000s) Net Revenue Operating Expenses (2) Sales and Marketing Operations and Support Technology Depreciation & Amortization General & Administrative (2) (3) (4) Total Operating Expenses Operating Pre-tax Income (3) Merger and Restructuring Costs Total Pre-tax Income Non-GAAP Diluted EPS ($) Adjusted EBITDA (4) Q1 2014 3,851 181.2 $433.0 $58.6 16.1 15.1 5.3 5.5 8.0 $50.1 $8.5 0.3 $8.2 $0.10 $16.4 Q2 2014 4,192 174.5 $422.6 $60.0 16.2 14.7 6.1 5.6 8.4 $51.0 $9.0 0.2 $8.8 $0.07 $16.9 Q3 2014 4,571 172.7 $423.8 $61.9 14.9 14.9 6.6 5.7 7.5 $49.6 $12.4 0.7 $11.7 $0.12 $20.4 Q4 2014 2014 Total Q1 2015 5,029 202.7 $508.0 $73.3 19.0 17.8 7.2 5.8 6.7 $56.6 $16.8 0.5 $16.3 $0.17 $25.0 5,029 182.8 $1,787.4 $253.9 66.2 62.5 25.2 22.7 30.7 $207.3 $46.6 1.6 $45.0 $0.47 $78.7 Totals may not sum due to rounding Excludes non-cash acquisition adjustments related to stock-based compensation Includes transaction, integration and restructuring related costs associated with the merger of GrubHub and Seamless, which operated as separate companies until August 8, 2013 Excludes deal and restructuring costs and stock-based compensation expense 5,604 234.7 $589.9 $88.2 24.1 22.7 7.7 6.2 8.5 $69.3 $19.0 0.6 $18.4 $0.18 $28.3 Q2 2015 5,932 220.1 $567.6 $88.0 20.7 24.6 7.9 8.8 9.6 $71.6 $16.3 0.1 $16.2 $0.17 $28.4 Q3 2015 6,431 211.5 $553.6 $85.7 21.4 27.6 8.4 6.3 9.8 $73.6 $12.1 0.4 $11.7 $0.13 $21.5 Q4 2015 6,746 241.8 $642.5 $100.0 24.9 32.5 8.8 6.7 11.1 $83.9 $16.1 0.5 $15.6 $0.19 $26.8 GH 2015 Total 6,746 227.1 $2,353.6 $361.8 91.2 107.4 32.8 28.0 39.0 $298.4 $63.5 1.6 $61.9 $0.68 $105.0 26