The following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated financial statements and related notes thereto included elsewhere
in this Quarterly Report on Form 10-Q (the "Form 10-Q") and with the audited
consolidated financial statements included in the Company's 2020 Form 10-K filed
with the SEC on March 8, 2021. The following discussion contains forward-looking
statements that reflect future plans, estimates, beliefs and expected
performance. The forward-looking statements are dependent upon events, risks and
uncertainties that may be outside of our control. Our actual results could
differ materially from those discussed in these forward-looking statements.
Factors that could cause or contribute to such differences are set forth in the
section titled "Cautionary Statement Regarding Forward-Looking Statements".
Dollar amounts in this discussion are expressed in thousands, except as
otherwise noted.

Overview

Waitr operates an online ordering technology platform, providing delivery,
carryout and dine-in options, connecting restaurants, drivers and diners in
cities across the United States. Our strategy is to bring in the logistics
infrastructure to underserved populations of restaurants, grocery stores and
other merchants and establish strong market presence or leadership positions in
the markets in which we operate. Our business has been built with a
restaurant-first philosophy by providing differentiated and brand additive
services to the restaurants on the Platforms. Our Platforms allow consumers to
browse local restaurants and menus, track order and delivery status, and
securely store previous orders for ease of use and convenience. These merchants
benefit from the online Platforms through increased exposure to consumers for
expanded business in the delivery market and carryout sales.

On March 11, 2021, we completed the acquisition of Delivery Dudes, a third-party
delivery business primarily serving the South Florida market. On August 25,
2021, we completed the acquisition of the Cape Payment Companies, which are in
the business of facilitating the entry into merchant agreements by and between
merchants and payment processing solution providers. See "Liquidity and Capital
Resources" and Part I, Item 1, Note 3 - Business Combinations for additional
details on the Company's 2021 acquisitions.

We expanded the Company's market presence in the on-demand delivery service
sector during the six months ended June 30, 2021 through the acquisition of
Delivery Dudes and the launch of new markets in numerous cities and towns and
added a variety of national brands to the Platforms. While we continue to
strengthen our market presence in the on-demand delivery sector, we are also
focused on further supplementing our offerings and diversifying the Company
beyond third-party food delivery. Our acquisition of the Cape Payment Companies
during the three months ended September 30, 2021 was an important step in
pursuing our overall growth strategy, positioning the Company to offer a full
suite of payment processing services to its current base of restaurants and
other future merchants. Additionally, we are continuing to make progress on our
comprehensive rebranding initiative to change our corporate name and visual
identity, with the goal of better unifying our current and future service
offerings.

At September 30, 2021, we had over 25,000 restaurants, in over 1,000 cities, on
the Platforms. Average Daily Orders for the three months ended September 30,
2021 and 2020 were approximately 30,563 and 39,880, respectively, and revenue
was $43,448 and $52,734, respectively. For the nine months ended September 30,
2021 and 2020, Average Daily Orders were 35,565 and 40,563, respectively, and
revenue was $143,545 and $157,483, respectively.

Impact of COVID-19 on our business

We have thus far been able to operate effectively during the COVID-19 pandemic.
In response to economic hardships experienced during the COVID-19 pandemic, the
U.S. federal government rolled out stimulus payments in the first quarter of
2021 which we believe had a positive impact on order volumes during such period.
However, we also believe the stimulus payments resulted in increased driver
labor costs as we were faced with challenges in maintaining an appropriate level
of driver supply. During the second and third quarters of 2021, we believe the
impact of the stimulus payments on our order volumes began to decrease.

While the widespread rollout of vaccines is leading to increased confidence that
the impacts of the pandemic may be stabilizing, the spread of certain COVID
variants and cases rising in areas with low vaccination rates provide continued
uncertainty as to the potential short and long-term impacts of the pandemic on
the global economy and on the Company's business, in particular. There remains
uncertainty as to whether or not the pandemic will continue to impact diner
behavior, and if so, in what manner.

To the extent that the COVID-19 pandemic adversely impacts the Company's
business, results of operations, liquidity or financial condition, it may also
have the effect of heightening many of the other risks described in the risk
factors in the Company's 2020 Form 10-K and this quarterly report on Form 10-Q
for the three months ended September 30, 2021. Management continues to monitor
the impact of the COVID-19 outbreak and the possible effects on its financial
position, liquidity, operations, industry and workforce.

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Significant accounting policies and critical accounting estimates

The preparation of financial statements in accordance with GAAP requires us to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period, along with related disclosures. We regularly assess
these estimates and record changes to estimates in the period in which they
become known. We base our estimates on historical experience and various other
assumptions believed to be reasonable under the circumstances. Changes in the
economic environment, financial markets, and any other parameters used in
determining these estimates could cause actual results to differ from estimates.
Significant estimates and judgements relied upon in preparing these condensed
consolidated financial statements affect the following items:

• estimates of losses incurred under our insurance policies with significant deductibles

       or retention levels;


  • loss exposure related to claims such as the Medical Contingency;


  • income taxes;


  • useful lives of tangible and intangible assets;


  • equity compensation;


  • contingencies;


    •  goodwill and other intangible assets, including the recoverability of
       intangible assets with finite lives and other long-lived assets; and


    •  fair value of assets acquired, liabilities assumed and contingent
       consideration as part of a business combination.


Other than the changes disclosed in Part I, Item 1, Note 2 - Basis of
Presentation and Summary of Significant Accounting Policies to our unaudited
condensed consolidated financial statements in this Form 10-Q, there have been
no material changes to our significant accounting policies and estimates
described in the 2020 Form 10-K.

New accounting statements and accounting standards pending

See Part I, Item 1, Note 2 - Basis of Presentation and Summary of Significant
Accounting Policies for a description of accounting standards adopted during the
nine months ended September 30, 2021. Also described in Note 2 are pending
standards and their estimated effect on our unaudited condensed consolidated
financial statements.

Through year-end 2020, we qualified as an "emerging growth company" pursuant to
the provisions of the JOBS Act. As an emerging growth company, we were able to
take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not "emerging growth
companies", including not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act. Effective January 1,
2021, we are no longer an emerging growth company. Accordingly, for fiscal year
2021, we will be required to include an opinion from our independent registered
public accounting firm on the effectiveness of our internal controls over
financial reporting.

Factors affecting the comparability of our operating results

2021 Acquisitions.  The Delivery Dudes Acquisition and Cape Payment Acquisition
were considered business combinations in accordance with ASC 805, and have been
accounted for using the acquisition method. Under the acquisition method of
accounting, total purchase consideration, acquired assets, assumed liabilities
and contingent consideration are recorded based on their estimated fair values
on the acquisition date. For each of these acquisitions, the excess of the fair
value of purchase consideration over the fair value of the assets less
liabilities acquired (and contingent consideration when applicable) has been
recorded as goodwill on our unaudited condensed consolidated balance sheet as of
September 30, 2021. The results of operations of Delivery Dudes and Cape Payment
Companies are included in our unaudited condensed consolidated financial
statements beginning on the acquisition dates, March 11, 2021 and August 25,
2021, respectively.

In connection with the acquisitions, we incurred direct and incremental costs
during the three and nine months ended September 30, 2021 of approximately $171
and $840, respectively, consisting of legal and professional fees, which are
included in general and administrative expenses in the unaudited condensed
consolidated statement of operations in such periods.

Changes in Fee Structure.  Our fee structure has changed at various times since
our inception. We continue to review and update our current rate structure, as
necessary, as we look to offer new and enhanced value-adding services to our
restaurant partners. Any changes to our fee structure (whether externally to
comply with governmental imposed caps or as a result of internal
decision-making) could affect the comparability of our results of operations
from period to period.

Seasonality and Holidays.  Our business tends to follow restaurant closure and
diner behavior patterns with respect to demand of our service offering. In many
of our markets, we have historically experienced variations in order frequency
as a result of weather patterns, university summer breaks and other vacation
periods. In addition, a significant number of restaurants tend to close on
certain major holidays, including Thanksgiving, Christmas Eve and Christmas Day,
among others. Further, diner activity may be impacted by unusually cold, rainy,
or warm weather. Cold weather and rain typically drive increases in order
volume, while unusually warm or

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sunny weather typically drives decreases in orders. Furthermore, severe
weather-related events such as snowstorms, ice storms, hurricanes and tropical
storms have adverse effects on order volume, particularly if they cause property
damage or utility interruptions to our restaurant partners. The COVID-19
pandemic, as well as the federal government's responses thereto, have had an
impact on our typical seasonality trends and could impact future periods.

Acquisition Pipeline.  We continue to maintain and evaluate an active pipeline
of potential acquisition targets and may pursue acquisitions in the future, both
in the restaurant delivery space as well as other verticals, such as payments.
These potential business acquisitions may impact the comparability of our
results in future periods relative to prior periods.

Key factors affecting our performance

Efficient Market Expansion and Penetration.  Revenue growth and any
corresponding improved cash flow and profitability is dependent on successful
restaurant, diner and driver penetration of our markets and achieving scale in
current and future markets. Failure in achieving this scale could adversely
affect our working capital, which in turn, could slow our growth plans.

We typically target markets that we believe could achieve sustainable positive
operating cash flows and profits, improve efficiency, and appropriately leverage
the scale of our advertising, marketing, research and development, and other
corporate resources. Our financial condition, cash flows, and results of
operations depend, in significant part, on our ability to achieve and sustain
our target profitability thresholds in our markets.

Waitr's Restaurant, Diner and Driver Network.  A significant part of our
strategy is our ability to successfully expand our network of restaurants,
diners and drivers using the Platforms. If we fail to retain existing or add new
restaurants, diners and drivers, our revenue and overall financial results may
be adversely affected.

Key Business Metrics

Defined below are the key business metrics that we use to analyze our business
performance, determine financial forecasts, and help develop long-term strategic
plans:

Active Diners.  We count Active Diners as the number of diner accounts from
which an order has been successfully completed through the Platforms during the
past twelve months (as of the end of the relevant period) and consider Active
Diners an important metric because the number of diners using our Platforms is a
key revenue driver and a valuable measure of the size of our engaged diner base.

Average Daily Orders. We calculate Average Daily Orders as the number of
completed orders during the period divided by the number of days in that period,
including holidays. Average Daily Orders is an important metric for us because
the number of orders processed on our Platforms is a key revenue driver and, in
conjunction with the number of Active Diners, a valuable measure of diner
activity on our Platforms for a given period.

Gross Food Sales.  We calculate Gross Food Sales as the total food and beverage
sales, sales taxes, gratuities, and diner fees processed through the Platforms
during a given period. Gross Food Sales are different than the order value upon
which we charge our fee to restaurants, which excludes sales taxes, gratuities
and diner fees. Gratuities, which are not included in our net revenue, are
determined by diners and may vary from order to order. Gross Food Sales is an
important metric for us because the total volume of food sales transacted
through our Platforms is a key revenue driver.

Average Order Size. We calculate Average Order Size as Gross Food Sales for a
given period divided by the number of completed orders during the same period.
Average Order Size is an important metric for us because the average value of
gross food sales on our Platforms is a key revenue driver.



                                               Three Months Ended September 30,              Nine Months Ended September 30,
Key Business Metrics(1)                          2021                    2020                  2021                   2020
Active Diners (as of period end)                   1,769,999               2,005,760            1,769,999              2,005,760
Average Daily Orders                                  30,563                  39,880               35,565                 40,563

Gross food sales (in thousands of dollars) $ 128,534

153,532 $ 433,553 $ 462,089
Average order size (in dollars)

            $           45.71       $           41.85     $          44.65       $          41.58


    (1) The key business metrics include the operations of Delivery Dudes
        beginning on the acquisition date, March 11, 2021.




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Basis of Presentation

Revenue

We generate revenue primarily when diners place an order on one of the
Platforms. We recognize revenue from diner orders when orders are delivered. Our
revenue consists primarily of net Transaction Fees. Additionally, effective
August 25, 2021, we generate revenue by facilitating the entry into merchant
agreements by and between merchants and payment processing solution providers.

Cost and Expenses:

Operations and Support.  Operations and support expense consists primarily of
salaries, benefits, stock-based compensation, and bonuses for employees engaged
in operations and customer service, as well as market managers, restaurant
onboarding, and driver logistics personnel, and payments to independent
contractor drivers for delivery services. Operations and support expense also
includes payment processing costs incurred on customer orders and the cost of
software and related services providing support for diners, restaurants and
drivers.

Sales and Marketing. Selling and marketing expenses primarily include salaries, commissions, benefits, stock-based compensation, and bonuses for staff supporting sales and marketing efforts, including those responsible for restaurant business development, marketing employees and contractors; and third party marketing costs such as social media and research. engine marketing, online display, sponsorships and print marketing.

Research and Development. Research and development expense consists primarily of
salaries, benefits, stock-based compensation and bonuses for employees and
contractors engaged in the design, development, maintenance and testing of the
Platforms. This expense also includes such items as software subscriptions that
are necessary for the upkeep and maintenance of the Platforms.

General and administrative. General and administrative expenses mainly include salaries, benefits, stock-based compensation and bonuses for executives, finance and accounting, human resources and other administrative employees as well as legal, accounting and other professional third party services, insurance (including indemnities, motor vehicle liability and general liability), travel, rental of facilities and other corporate overhead costs.

Depreciation and Amortization. Depreciation and amortization expense consists
primarily of amortization of capitalized costs for software development,
trademarks and customer relationships and depreciation of leasehold improvements
and equipment, primarily tablets deployed in restaurants. We do not allocate
depreciation and amortization expense to other line items.

Other Expenses (Income) and Losses (Gains), Net. Other expenses (income) and
losses (gains), net, includes interest expense on outstanding debt, as well as
any other items not considered to be incurred in the normal operations of the
business, including the change in estimate for the Medical Contingency.

Results of operations

The following table presents our operating results for the periods indicated, the items being presented in thousands of dollars and as a percentage of our revenues:

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                                             Three Months Ended September 30,                          Nine Months Ended September 30,
(in thousands, except                                % of                        % of                        % of                         % of
percentages(1))                       2021          Revenue         2020        Revenue        2021         Revenue         2020         Revenue
Revenue                            $    43,448           100 %    $ 52,734           100 %   $ 143,545           100 %    $ 157,483           100 %
Costs and expenses:
Operations and support                  25,043            58 %      27,409            52 %      86,654            60 %       84,321            54 %
Sales and marketing                      4,965            11 %       3,288             6 %      13,481             9 %        8,854             6 %
Research and development                 1,310             3 %         820             2 %       3,163             2 %        3,457             2 %
General and administrative              10,843            25 %      11,380            22 %      33,534            23 %       32,252            20 %
Depreciation and amortization            3,070             7 %       2,103             4 %       8,952             6 %        6,242             4 %
Intangible and other asset
impairments                                186             0 %           -             0 %         186             0 %           29             0 %
Loss on disposal of assets                  11             0 %           4             0 %         170             0 %           15             0 %
Total costs and expenses                45,428           105 %      45,004            85 %     146,140           102 %      135,170            86 %
Income (loss) from operations           (1,980 )          (5 %)      7,730            15 %      (2,595 )          (2 %)      22,313            14 %
Other expenses (income) and
losses (gains), net:
Interest expense                         1,751             4 %       2,117             4 %       5,333             4 %        7,521             5 %
Interest income                              -             0 %         (14 )           0 %           -             0 %          (95 )           0 %
Other (income) expense                 (16,006 )         (37 %)        965             2 %     (10,907 )          (8 %)       1,640             1 %
Net income before income taxes          12,275            28 %       4,662             9 %       2,979             2 %       13,247             8 %
Income tax expense                          25             0 %          18             0 %          82             0 %           52             0 %
Net income                         $    12,250            28 %    $  4,644             9 %   $   2,897             2 %    $  13,195             8 %


________________

(1) Percentages may not work due to rounding.


The following section includes a discussion of our results of operations for the
three and nine months ended September 30, 2021 and the three and nine months
ended September 30, 2020. The results of operations of Delivery Dudes and Cape
Payment Companies are included in our unaudited condensed consolidated financial
statements beginning on the acquisition dates of March 11, 2021 and August 25,
2021, respectively (see Part I, Item 1, Note 3 - Business Combinations).

Revenue

                                   Three Months Ended                                Nine Months Ended
                                      September 30,            Percentage              September 30,             Percentage
                                  2021            2020           Change            2021             2020           Change
                                 (dollars in thousands)                           (dollars in thousands)
Revenue                         $  43,448       $  52,734              (18 %)   $  143,545       $  157,483               (9 %)


Revenue decreased for the three and nine months ended September 30, 2021
compared to the three and nine months ended September 30, 2020, primarily as a
result of decreased order volumes. Partially offsetting the impact of decreased
order volumes was an increase in the Average Order Size in such periods as well
as revenue from the Cape Payment Companies and Delivery Dudes acquisitions,
beginning on their respective acquisition dates. The Average Order Size was
$45.71 for the three months ended September 30, 2021, compared to $41.85 for the
three months ended September 30, 2020, an improvement of 9%. The Average Order
Size increased to $44.65 for the nine months ended September 30, 2021, from
$41.58 for the nine months ended September 30, 2020, an improvement of 7%.

Operations and Support

                                   Three Months Ended                               Nine Months Ended
                                      September 30,            Percentage             September 30,           Percentage
                                  2021            2020           Change           2021            2020          Change
                                 (dollars in thousands)                          (dollars in thousands)
Operations and support          $  25,043       $  27,409               (9 %)   $  86,654       $  84,321               3 %
As a percentage of revenue             58 %            52 %                            60 %            54 %


Operations and support expenses decreased in dollar terms in the three months
ended September 30, 2021 compared to the three months ended September 30, 2020,
primarily due to lower driver operations costs. During the nine months ended
September 30, 2021, operations and support expenses increased slightly from the
nine months ended September 30, 2020, primarily due to the Company opening more
markets and serving more markets in the 2021 period as compared to 2020 as well
as the inclusion of the Delivery Dudes operations in our consolidated results.
As a percentage of revenue, operations and support expenses were higher in the
three and nine months ended September 30, 2021 compared to the 2020 periods as
we strategically invested in our customer, driver and restaurant support
operations.

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Sales and Marketing

                                     Three Months Ended
                                        September 30,              Percentage       Nine Months Ended September 30,        Percentage
                                   2021               2020           Change           2021                 2020              Change
                                   (dollars in thousands)                                (dollars in thousands)
Sales and marketing             $    4,965         $    3,288               51 %   $   13,481         $         8,854               52 %
As a percentage of revenue              11 %                6 %                             9 %                     6 %


Sales and marketing expense increased in dollar terms and as a percentage of
revenue in the three and nine months ended September 30, 2021 compared to the
three and nine months ended September 30, 2020, primarily attributable to
increased digital advertising as we further invested in market expansion as well
as solidifying our presence in existing territories. Additionally, sales and
marketing expense during the three months ended September 30, 2021 includes
referral agent commission expense related to the Cape Payment Companies
acquisition.

Research and Development

                                      Three Months Ended                                   Nine Months Ended
                                         September 30,               Percentage              September 30,              Percentage
                                   2021                2020            Change           2021               2020           Change
                                    (dollars in thousands)                              (dollars in thousands)
Research and development        $    1,310         $        820               60 %   $    3,163         $    3,457               (9 %)
As a percentage of revenue               3 %                  2 %                             2 %                2 %


Research and development expense increased in dollar terms in the three months
ended September 30, 2021, compared to the three months ended September 30, 2020,
primarily due to the hiring of product and engineering personnel to further
refine our Platforms. During the nine months ended September 30, 2021, research
and development expense decreased in dollar terms compared to the nine months
ended September 30, 2020, primarily due to the capitalization of increased
software development costs as further product features and functionality were
incorporated into the Platforms. Research and development expense as a
percentage of revenue remained relatively flat for the three and nine months
ended September 30, 2021 in relation to the comparable 2020 periods.

General and Administrative

                                   Three Months Ended                               Nine Months Ended
                                      September 30,            Percentage             September 30,           Percentage
                                  2021            2020           Change           2021            2020          Change
                                 (dollars in thousands)                          (dollars in thousands)
General and administrative      $  10,843       $  11,380               (5 %)   $  33,534       $  32,252               4 %
As a percentage of revenue             25 %            22 %                            23 %            20 %


General and administrative expense decreased in dollar terms in the three months
ended September 30, 2021, compared to the three months ended September 30, 2020,
primarily due to decreased insurance expense, partially offset by increased
recruiting costs. During the nine months ended September 30, 2021, general and
administrative expense increased in dollar terms compared to the nine months
ended September 30, 2020, primarily due to increased stock-based compensation
expense and recruiting costs, partially offset by decreased insurance expense
and payroll processing fees. As a percentage of revenue, general and
administrative expenses increased slightly in the 2021 periods compared to the
2020 periods.

Depreciation and amortization

                                     Three Months Ended                                  Nine Months Ended
                                        September 30,              Percentage              September 30,              Percentage
                                   2021               2020           Change           2021               2020           Change
                                   (dollars in thousands)                             (dollars in thousands)
Depreciation and amortization   $    3,070         $    2,103               46 %   $    8,952         $    6,242               43 %
As a percentage of revenue               7 %                4 %                             6 %                4 %


Depreciation and amortization expense increased in dollar terms and as a
percentage of revenue in the three and nine months ended September 30, 2021
compared to the three and nine months ended September 30, 2020, driven by an
increase in depreciation expense related to computer tablets for restaurants on
the Platforms and amortization expense on intangible assets acquired in the
Delivery Dudes Acquisition and Cape Payment Companies Acquisition.

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Other charges (income) and losses (gains), net

                                      Three Months Ended
                                        September 30,              Percentage    Nine Months Ended September 30,       Percentage
                                   2021              2020            Change        2021                 2020             Change
                                    (dollars in thousands)                            (dollars in thousands)
Other expenses (income) and
losses (gains), net             $  (14,255 )     $       3,068            N/A   $   (5,574 )       $         9,066            N/A
As a percentage of revenue             -33 %                 6 %                        -4 %                     6 %


Other expenses (income) and losses (gains), net for the three months ended
September 30, 2021 primarily consisted of $16,715 of income related to a change
in estimate of the Medical Contingency (see Note 9 - Commitments and Contingent
Liabilities) and $1,694 of interest expense associated with the Term Loan and
Notes. For the three months ended September 30, 2020, other expenses (income)
and losses (gains), net primarily consisted of $2,088 of interest expense
associated with the Term Loan and Notes and a $1,023 stock-based compensation
expense accrual related to a legal contingency.

For the nine months ended September 30, 2021, other expenses (income) and losses
(gains), net primarily consisted of $16,715 of income from the change in
estimate of the Medical Contingency, $4,700 of other expense for a legal
settlement and $5,214 of interest expense associated with the Term Loan and
Notes. For the nine months ended September 30, 2020, other expenses (income) and
losses (gains), net primarily consisted of $7,413 of interest expense associated
with the Term Loan and Notes. Interest expense decreased in 2021 primarily due
to a reduction in outstanding debt, as well as a reduction of the interest rates
by 200 basis points on the Term Loan and Notes for a one-year period beginning
on August 3, 2020, in connection with amendments to the loan agreements
governing the Term Loan and Notes. Effective August 3, 2021, the interest rates
reverted back to the rates in effect prior to the amendments.

Income tax expense

Income tax expense for the three months ended September 30, 2021 and 2020 was
$25 and $18, respectively, and $82 and $52 for the nine months ended
September 30, 2021 and 2020, respectively. The Company's income tax expense is
entirely related to state taxes in various jurisdictions. We have historically
generated net operating losses; therefore, a valuation allowance has been
recorded on our net deferred tax assets.

Liquidity and capital resources

Overview

As of September 30, 2021, we had cash on hand of $43,502. Our primary sources of
liquidity have recently been cash flow from operations and proceeds from the
issuance of stock in fiscal 2021 and 2020.

During the nine months ended September 30, 2021, we made investments in our
business with numerous new market launches and the Delivery Dudes Acquisition,
expanding our scope of delivery in multiple small and medium sized markets.
Additionally, in August 2021, we acquired the Cape Payment Companies, a key step
in pursuing our overall growth strategy to offer a full suite of payment
processing services to our current base of merchants. The Delivery Dudes
Acquisition included $11,500 in cash, subject to certain purchase price
adjustments, and 3,562,577 shares of the Company's common stock. The Cape
Payment Acquisition included $12,000 in cash, subject to certain purchase price
adjustments, 2,564,103 shares of the Company's common stock and an earnout
provision valued at $1,686 as of the acquisition date.

In August 2021, we entered into a second amended and restated open market sale
agreement with respect to our ATM Program, pursuant to which the Company may
offer and sell shares of its common stock having an aggregate offering price of
up to $30,000 (see Part I, Item 1, Note 11 - Stockholders' Equity). We sold
6,683,823 shares of common stock during the three months ended September 30,
2021 for net proceeds of approximately $7,900. As of November 2, 2021, we have
approximately $21,965 available under the ATM Program.

Pursuant to an amendment to the Credit Agreement in the first quarter of 2021,
the Company made a $15,000 prepayment on the Term Loan on March 16, 2021. The
aggregate principal amount of outstanding long-term debt totaled $84,511 as of
September 30, 2021, consisting of $35,007 for the Term Loan and $49,504 of
Notes. As of September 30, 2021, the Company had $2,331 of outstanding
short-term loans for insurance premium financing.

We currently expect that our cash on hand and estimated cash flow from
operations will be sufficient to meet our working capital needs for at least the
next twelve months; however, there can be no assurance that we will generate
cash flow at the levels we anticipate. We may use cash on hand to repay
additional debt or to acquire or invest in complementary businesses, products,
services and technologies. We continually evaluate additional opportunities to
strengthen our liquidity position, fund growth initiatives and/or combine with
other businesses by issuing equity or equity-linked securities (in both public
or private offerings) and/or incurring

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additional debt. However, market conditions, future financial performance or
other factors may make it difficult for us to access sources of capital, on
favorable terms or at all, should we determine in the future to raise additional
funds.

We are continuously reviewing our liquidity and anticipated working capital
needs, particularly in light of the uncertainty created by the COVID-19
pandemic. Thus far, we have been able to operate effectively during the
pandemic, however, the potential impacts and duration of the COVID-19 pandemic
(including those related to variants) on the economy and on our business, in
particular, is difficult to predict.

Capital expenditure

Our main capital expenditures relate to the purchase of tablets for restaurants
on the Platforms and investments in the development of the Platforms, which are
expected to increase as we continue to grow our business. Our future capital
requirements and the adequacy of available funds will depend on many factors,
including those set forth under "Risk Factors" in our 2020 Form 10-K and
subsequent filings with the SEC, including this quarterly report on Form 10-Q
for the three months ended September 30, 2021.

Cash flow

The following table sets forth our summary cash flow information for the periods
indicated:



                                                           Nine Months Ended September 30,
(in thousands)                                                2021                  2020
Net cash (used in) provided by operating activities     $           (575 )     $       29,586
Net cash used in investing activities                            (32,563 )             (3,629 )
Net cash (used in) provided by financing activities               (8,066 )             21,862



Cash flow (used in) provided by operating activities

For the nine months ended September 30, 2021, net cash used in operating
activities was $575, compared to net cash provided by operating activities of
$29,586 for the nine months ended September 30, 2020. The decrease in cash flows
from operating activities in the nine months ended September 30, 2021 from the
comparable 2020 period was primarily driven by a decrease in revenue and
increased sales and marketing expenses, partially offset by changes in operating
assets and liabilities. During the nine months ended September 30, 2021, the net
change in operating assets and liabilities decreased net cash provided by
operating activities by $21,421, primarily consisting of $16,715 related to the
change in estimate of the Medical Contingency and a decrease in accrued payroll
of $3,389. During the nine months ended September 30, 2020, the net change in
operating assets and liabilities increased net cash provided by operating
activities by $1,505.

Cash flows used in investing activities

For the nine months ended September 30, 2021, net cash used in investing
activities consisted primarily of $25,435 for the acquisitions of Delivery Dudes
and Cape Payment Companies and related intangible assets, and $6,432 of costs
for internally developed software. For the nine months ended September 30, 2020,
net cash used in investing activities consisted primarily of $2,387 of costs for
internally developed software.

Cash flows (used in) provided by financing activities

For the nine months ended September 30, 2021, net cash used in financing
activities consisted primarily of a $14,472 principal prepayment on the Term
Loan and $5,605 of payments on short-term loans for insurance premium financing,
partially offset by $5,209 of proceeds from a short-term loan for insurance
financing and $7,900 of net proceeds from the sale of common stock under the
Company's ATM Program. For the nine months ended September 30, 2020, net cash
provided by financing activities included net proceeds from the issuance of
common stock of $47,574 and $1,906 of proceeds from short-term loans for
insurance premium financing, less $4,336 of payments on short-term loans for
insurance premium financing.

Off-balance sheet provisions

We had no off-balance sheet arrangements at September 30, 2021.

Caution Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. All statements, other than historical or current statements

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fact, that reflect future plans, estimates, beliefs or expected performance are
forward-looking statements. In some cases, you can identify forward-looking
statements because they are preceded by, followed by or include words such as
"may," "can," "should," "will," "estimate," "plan," "project," "forecast,"
"intend," "expect," "anticipate," "believe," "seek," "target" or similar
expressions. These forward-looking statements are based on information available
as of the date of this Form 10-Q and our management's current expectations,
forecasts and assumptions, and involve a number of judgments, risks and
uncertainties, including the following factors, in addition to the factors
discussed elsewhere in this Form 10-Q, and the factors discussed in our 2020
Form 10-K and subsequent filings with the SEC (Part I, Item 1A, Risk Factors):

Operational risks

• failure to keep existing guests or to add new guests or our guests

          decreasing their number of orders or order sizes on the Platforms;


       •  declines in our delivery service levels or lack of increases in business

for restaurants;

• loss of restaurants on the Platforms, in particular due to changes in our

          fee structure;


  • inability to sustain profitability in the future;

• risks related to our relationship with the independent contractor

drivers, including shortage of available drivers, loss of range

sub-contractors, unfavorable conditions affecting independent sub-contractors

          drivers, and possible increases in driver compensation;


       •  inability to maintain and enhance our brands, including our
          comprehensive rebranding initiative to change our corporate name and

visual identity, or the occurrence of events damaging to our reputation and

brands, including adverse media coverage;

• seasonality and the impact of bad weather, including

hurricanes, tropical cyclones, severe snow and / or ice storms in areas not

          accustomed to them and other instances of severe weather and other
          natural phenomena;


  • inability to manage growth and meet demand;


       •  inability to successfully improve the experience of restaurants and
          diners in a cost-effective manner;

• changes in our products or operating systems, hardware, networks or

          standards that our operations depend on;


       •  dependence of our business on our ability to maintain and scale our
          technical infrastructure;

• personal data, Internet security breaches or loss of data provided by

dinners or restaurants on our Platforms;

• failure to comply with applicable law or standards if we become a

          payment processor at some point in the future;


  • risks related to the credit card and debit card payments we accept;


  • reliance on third-party vendors to provide products and services;

• significant competition in technological innovation and distribution and

inability to continue to innovate and provide desirable technology for

          diners and restaurants;


  • failure to pursue and successfully make additional acquisitions;


  • failure to comply with covenants in the agreements governing our debt;


       •  additional impairments of the carrying amounts of goodwill or other

assets with indefinite lifespan;

• dependence on search engines, display advertising, social networks, emails,

          content-based online advertising and other online sources to attract
          diners to the Platforms;

• loss of senior management or key operating personnel and dependence on

          skilled personnel to grow and operate our business;


  • inability to successfully integrate and maintain acquired businesses;


  • failure to protect our intellectual property;


  • patent lawsuits and other intellectual property rights claims;


       •  potential liability and expenses for existing and future legal claims,
          including claims that may exceed insurance coverage or are not insured
          against;


  • our use of open source software;


       •  insufficient capital to pursue business objectives and respond to
          business opportunities, challenges or unforeseen circumstances;

• the unionization of our employees, the extent of which increases if our

independent subcontractor drivers have never been reclassified as employees; and

       •  failure to maintain an effective system of disclosure controls and
          internal control over financial reporting.

Industry risks

• the highly competitive and fragmented nature of our industry;

• reliance on discretionary spending models in areas where the

          restaurants on our Platforms operate and in the economy at large;


       •  general economic and business risks affecting our industry that are
          largely beyond our control;

• the COVID-19 pandemic, or a similar threat to public health that could

significantly affect our activities, our financial position and the results of

          operations;


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• the establishment of fee caps by the jurisdictions in the areas where we operate;


  • failure of restaurants in our networks to maintain their service levels;


       •  slower than anticipated growth in the use of the Internet via websites,
          mobile devices and other platforms;


       •  federal and state laws and regulations regarding privacy, data
          protection, and other matters affecting our business;


       •  the potential for increased misclassification claims following the
          change to the U.S. presidential administration;

• risks related to our relationship with the independent contractor

drivers, including shortages of available drivers and possible increases

in the remuneration of drivers;

• failure to meet all applicable Nasdaq listing requirements

and the risks associated with the consequent delisting of our ordinary shares from the

          Nasdaq, which could adversely affect the market liquidity of our common
          stock and could decrease the market price of our common stock
          significantly; and

• risks associated with the cannabis industry in relation to the company

operations of the Cape Town Payment Companies.


These risks and uncertainties may be outside of our control. Forward-looking
statements should not be relied upon as representing our views as of any
subsequent date. We do not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws. Our actual results could
differ materially from those discussed in these forward-looking statements.

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