0001193125-13-421073 Sample Contracts

Yelp Inc. Class A Common Stock Underwriting Agreement
Underwriting Agreement • October 31st, 2013 • Yelp Inc • Services-personal services • New York

Yelp Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,750,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 562,500 additional shares (the “Optional Shares”) of the Company’s Class A Common Stock, par value $0.000001 per share (the “Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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