Yelp Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • May 10th, 2024 • Yelp Inc • Services-personal services • New York
Yelp Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • May 10th, 2024 • Yelp Inc • Services-personal services • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Yelp Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
YELP INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • May 9th, 2018 • Yelp Inc • Services-personal services • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between YELP INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Yelp Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 16th, 2012 • 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 [—] shares and, at the election of the Underwriters, up to [—] additional shares of the Company’s Class A Common Stock, par value $0.000001 per share (the “Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [—] shares of Stock. The aggregate of [—] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [—] additional shares of Stock to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Yelp Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • May 10th, 2024 • Yelp Inc • Services-personal services • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Yelp Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Yelp Inc. Class A Common Stock Underwriting AgreementUnderwriting 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”.
Yelp Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Warrant Agreement • May 10th, 2024 • Yelp Inc • Services-personal services • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Yelp Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
YELP INC. INDEMNITY AGREEMENTIndemnification Agreement • February 3rd, 2012 • Yelp! Inc • Services-personal services • Delaware
Master Subscription AgreementMaster Subscription Agreement • March 3rd, 2014 • Yelp Inc • Services-personal services • California
As part of the Service, salesforce.com will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the salesforce.com website incorporated by reference herein, including but not limited to salesforce.com’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement
AMENDED 2005 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 17th, 2011 • Yelp! Inc • Delaware
Pursuant to its amended 2005 Equity Incentive Plan (the “Plan”), Yelp! Inc. (the “Company”) hereby grants to the optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
UNIT PURCHASE AGREEMENT among Yelp Inc., Eat24, LLC, GrubHub Inc. and GRUBHUB HOLDINGS INC. Dated as of August 3, 2017Unit Purchase Agreement • August 9th, 2017 • Yelp Inc • Services-personal services • Delaware
UNIT PURCHASE AGREEMENT dated as of August 3, 2017 (this “Agreement”), by and among Yelp inc., a Delaware corporation (“Seller”), EAT24, LLC, a Delaware limited liability company (the “Company”), GRUBHUB INC., a Delaware corporation (“Parent”), and GRUBHUB HOLDINGS INC., a Delaware corporation (“Purchaser”). Section 11.06(b) sets forth the definitions of certain capitalized terms used but not otherwise defined herein, and Section 11.06(c) sets forth an index of certain capitalized terms used herein.
SHARE PURCHASE AGREEMENT by and amongShare Purchase Agreement • April 7th, 2017 • Yelp Inc • Services-personal services • Delaware
This Share Purchase Agreement (this “Agreement”) is made and entered into as of April 3, 2017 by and among Yelp Inc., a Delaware corporation (“Acquirer”), 10036773 Canada Inc., a corporation organized under the laws of Canada and a wholly owned subsidiary of Acquirer (“Subco”), Turnstyle Analytics Inc., a corporation organized under the laws of Canada (the “Company”), each of the shareholders of the Company listed on Schedule A hereto, including the former Debenture Holders after giving effect to their respective Debenture Conversion Notices referenced below (each, a “Shareholder” and collectively, the “Shareholders”), each of the holders of Vested Company Options listed on Schedule B, after giving effect to the Option Acceleration referenced below (the “Vested Option Holders”), 500 Startups IV, L.P. (“500 Startups”), and Fortis Advisors LLC, a Delaware limited liability company, as the securityholders’ agent (the “Securityholders’ Agent”). Certain other capitalized terms used herein a
AGREEMENT AND PLAN OF MERGER among: Yelp Inc., a Delaware corporation; Beagle Acquisition Corp., a Delaware corporation; Nowait, Inc., a Delaware corporation; and Shareholder Representative Services LLC, as the Stockholders’ Agent. Dated as of...Merger Agreement • March 6th, 2017 • Yelp Inc • Services-personal services • Delaware
This Agreement And Plan Of Merger (the “Agreement”) is made and entered into as of February 28, 2017, by and among: Yelp Inc., a Delaware corporation (“Parent”); Beagle Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); Nowait, Inc., a Delaware corporation (the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholders’ Agent (as defined in Section 5.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
Yelp Inc. April 25, 2012Secondment Agreement • April 27th, 2012 • Yelp Inc • Services-personal services • California
This secondment agreement (“Agreement”) confirms the terms and conditions relating to your secondment by Yelp Inc. (“Yelp”) to Yelp UK Ltd. (“Yelp UK”). Yelp UK is a wholly-owned subsidiary of Yelp. During the period of your secondment, the terms and conditions of your Amended and Restated Terms of Employment by Yelp! Inc. dated February 2, 2012 and signed by you on February 3, 2012 (the “Offer Letter”) will remain applicable, including your at-will status, unless expressly modified by the contents of this Agreement.
Share Purchase Agreement amongShare Purchase Agreement • October 24th, 2012 • Yelp Inc • Services-personal services
February 15, 2022Transition Agreement • February 16th, 2022 • Yelp Inc • Services-personal services • Delaware
This letter agreement (the “Agreement”) between you and Yelp Inc. (“Yelp” or the “Company”) sets forth the terms of your transition from Yelp in connection with the notice you provided on January 28, 2022 of your intent to resign as Yelp’s Chief Product Officer.
LEASELease Agreement • August 6th, 2014 • Yelp Inc • Services-personal services • New York
This Tenant Work Letter shall set forth certain terms and conditions relating to the performance of Tenant’s Work (as defined in the Lease). This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portions of the Lease to which this Tenant Work Letter is attached as Exhibit C-2, and all references in this Tenant Work Letter to Sections of “this Tenant Work Letter” shall mean the relevant portions of this Tenant Work Letter.
YELP INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • February 3rd, 2012 • Yelp! Inc • Services-personal services • California
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Yelp Inc. (the “Company”) has granted you an option under its 2011 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 17th, 2011 • Yelp! Inc • California
This Fourth Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of January 22, 2010, among Yelp! Inc., a Delaware corporation (the “Company”), the Series A Preferred Transferees (as defined below), the Investors listed on Schedule I hereto (the “Existing Investors”) and the Investors named in Schedule II hereto (the “New Investors” and, together with the Existing Investors, the “Investors”).
OFFICE LEASE 140 NEW MONTGOMERY STREET STOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company, as Landlord, and YELP INC., a Delaware corporation, as Tenant.Office Lease • March 1st, 2017 • Yelp Inc • Services-personal services • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between STOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company (“Landlord”), and YELP INC., a Delaware corporation (“Tenant”).
February 16, 2017 Michael Stoppelman c/o Yelp Inc. 140 New Montgomery Street San Francisco, CA 94105 Re: Terms of Transition Dear Michael:Transition Agreement • February 17th, 2017 • Yelp Inc • Services-personal services
As we discussed, this letter agreement (the “Agreement”) between you and Yelp Inc. (“Yelp” or the “Company”) sets forth the terms of your mutually agreed-upon transition from Yelp.
LETTER REGARDING SUSPENSION OF RIGHTS RELATED TO CDOR RATE LOANSCredit Agreement • August 9th, 2024 • Yelp Inc • Services-personal services
Re: Credit Agreement, dated as of April 28, 2023 among, Yelp Inc., as Parent Borrower, the Subsidiary Borrowers from time to time party thereto, the Guarantors form time to time party thereto, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time prior to the date hereof, the “Credit Agreement”).
AGREEMENT AND PLAN OF MERGER among: Yelp Inc., a Delaware corporation; Kale Acquisition Corp., a Delaware corporation; Quinoa Acquisition LLC, a Delaware limited liability company; Eat24hours.Com, Inc., a Delaware corporation; Nadav Sharon, Haim Erez,...Merger Agreement • February 10th, 2015 • Yelp Inc • Services-personal services • Delaware
This Agreement And Plan of Merger (the “Agreement”) is made and entered into as of February 9, 2015, by and among: Yelp Inc., a Delaware corporation (“Parent”); Kale Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”); Quinoa Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II”, and with Merger Sub I, the “Merger Subs”); Eat24hours.Com, Inc., a Delaware corporation (the “Company”); Nadav Sharon, Haim Erez, Moran Hacmon, Chen Shashar, Asaf Sharon And Amir Eisenstein, each an individual (collectively, the “Major Stockholders”) and Nadav Sharon, as the Stockholders’ Agent (as defined in Section 5.1). Certain other capitalized terms used in this Agreement are defined in Section 1.4(b) and Exhibit A.
GALLERIA CORPORATE CENTRE AMENDED AND RESTATED LEASE between STOCKDALE GALLERIA PROJECT OWNER, LLC as "Landlord" and YELP INC. as "Tenant"Lease Agreement • March 1st, 2017 • Yelp Inc • Services-personal services
THIS AMENDED AND RESTATED LEASE (the "Lease") is made as of the Lease Date set forth in the Basic Terms, by and between Landlord and Tenant. As of the date of this Lease, Landlord (as successor-in-interest to JEMB Scottsdale LLC, a Delaware limited liability company) and Tenant are parties to (a) that certain Lease dated January 20, 2010, as amended by that certain First Amendment to Lease dated January 4, 2011, and that certain Second Amendment to Lease dated August 8, 2011 (collectively, the "Existing Second Floor Lease"), pursuant to which Tenant currently leases the Second Floor Premises (as defined below), and (b) that certain Lease dated August 21, 2012, as amended by that certain First Amendment to Lease dated January 28, 2013, and that certain Second Amendment to Lease dated October 18, 2013 (collectively, the "Existing First Floor Lease"), pursuant to which Tenant currently leases the First Floor Premises (as defined below). The Existing Second Floor Lease and the Existing Fir
AGREEMENT AND PLAN OF MERGER among: YELP INC., a Delaware corporation; RANGER MERGER CORP., a Delaware corporation; SEATME, INC., a Delaware corporation; RANGER MERGER LLC, a Delaware limited liability corporation; and ALEXANDER KVAMME, as the...Merger Agreement • July 24th, 2013 • Yelp Inc • Services-personal services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of July 18, 2013, by and among: YELP INC., a Delaware corporation (“Parent”); RANGER MERGER CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”); RANGER MERGER LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II”, and with Merger Sub I, the “Merger Subs”); SEATME, INC., a Delaware corporation (the “Company”); and ALEXANDER KVAMME, as the Stockholders’ Agent (as defined in Section 10.1). Certain other capitalized terms used in this Agreement are defined in Section 1.4(b) and Exhibit A.
AMENDED AND RESTATED OFFICE LEASE 706 MISSION STREET SAN FRANCISCO, CALIFORNIA 706 MISSION STREET CO LLC, a Delaware limited liability company as Landlord, and YELP, INC., a Delaware corporation as TenantOffice Lease • February 3rd, 2012 • Yelp! Inc • Services-personal services
This Amended and Restated Office Lease, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Amended and Restated Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the Effective Date set forth in Section 1 of the Summary, is made by and between 706 Mission Street Co LLC, a Delaware limited liability company (“Landlord”), and Yelp, Inc., a Delaware corporation. (“Tenant”).
February 4, 2016 Rob Krolik San Francisco, CA 94105Transition Agreement • February 8th, 2016 • Yelp Inc • Services-personal services
As we discussed, this letter agreement (the “Agreement”) between you and Yelp Inc. (“Yelp” or the “Company”) sets forth the terms of your mutually agreed-upon transition from Yelp.
THIS AGREEMENT is made the 1st day of March 2012 BETWEEN: WHEREAS: NOW IT IS HEREBY AGREED as follows:-Service Agreement • May 4th, 2012 • Yelp Inc • Services-personal services
PROVIDED THAT in the event that KF plan major scheduled works to the SER or CER, YELP shall be permitted access in addition to the above without additional charge.
September 27, 2022Credit Agreement • November 4th, 2022 • Yelp Inc • Services-personal services • New York
OFFICE LEASE 140 NEW MONTGOMERY STREET STOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company, as Landlord, and YELP INC., a Delaware corporation, as Tenant.Office Lease • May 10th, 2012 • Yelp Inc • Services-personal services • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between STOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company (“Landlord”), and YELP INC., a Delaware corporation (“Tenant”).
May 21, 2014 Mr. Joseph (Jed) NachmanSecondment Agreement • May 28th, 2014 • Yelp Inc • Services-personal services
We are pleased that you will be returning to the United States following the completion of your secondment to Yelp UK Ltd. (“Yelp UK”). This letter confirms the details of your relocation and the terms and conditions of your continuing employment with Yelp Inc. (the “Company”) upon your return.
GALLERIA CORPORATE CENTRE LEASE between JEMB SCOTTSDALE LLC as “Landlord” and YELP! INC. as “Tenant”Lease Agreement • February 3rd, 2012 • Yelp! Inc • Services-personal services
August 8, 2016 Re: Terms of Transition Dear Geoff:Transition Agreement • August 9th, 2016 • Yelp Inc • Services-personal services • Delaware
This letter agreement (the “Agreement”) between you and Yelp Inc. (“Yelp” or the “Company”) sets forth the terms of your transition from Yelp in connection with the notice you provided on August 5, 2016 of your intent to resign as Yelp’s Chief Operating Officer.
