0001193125-13-416008 Sample Contracts

YELP INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • October 29th, 2013 • 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”).

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YELP INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • October 29th, 2013 • 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”).

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YELP INC. AND , AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • October 29th, 2013 • Yelp Inc • Services-personal services • New York

THIS CLASS A 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”).

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