Grubhub Investor Presentation Deck

Safe 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

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