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
