0001193125-11-315562 Sample Contracts

AMENDED 2005 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock 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.

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FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor 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”).

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