February 16, 2017 

Michael Stoppelman
c/o Yelp
Inc.
140 New Montgomery Street
San
Francisco, CA 94105 

Re:     Terms of Transition

Dear Michael:

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.

	1.    
      	Transition Period.
      Your regular employment as the
      Company’s Senior Vice President, Engineering will continue through March
      2, 2017 (the “Regular End
      Date”). After that date, you agree to
      make yourself available, as requested by Yelp from time to time, in an
      advisory capacity (the “Transition
      Period”). You will remain a full-time
      employee during the Transition Period, which will end on the earlier of
      (a) the date you begin providing services (whether as employee, consultant
      or otherwise) to another business or entity or (b) December 10, 2017. The
      actual last day of your employment with Yelp is your “Separation Date,” and
      is intended to be the date when your Transition Period ends, but may be an
      earlier date if your employment is terminated pursuant to paragraph 5
      below. You agree to notify the Company promptly of your agreement to
      provide services to another business or entity.
	  
	2.	Compensation.
      You will continue to be paid your
      current base salary ($325,000 annualized) through the Regular End Date.
      During the Transition Period, you will be paid on an hourly basis at a
      rate equivalent to your current annualized base salary for hours actually
      worked. However, you agree that, after the Regular End Date, you will
      cease accruing paid time off (“PTO”) and earning any additional
      benefits except as may be expressly set forth in this Agreement or as
      required by law. Yelp will pay you any PTO that you accrue through the
      Regular End Date, and any compensation that you earn through the
      Separation Date, subject to Yelp’s standard payroll
practices.
	  
	3.	Equity Awards.
      After the Separation Date, the terms of
      the awards you have been granted under the Company’s equity plans,
      including your right to exercise vested stock options, will continue to be
      governed by the terms of your operative agreements with Yelp and the
      applicable equity plans.
	  
	4.	Benefits.
      Your group health insurance coverage
      will remain in effect until the last day of the month in which the
      Separation Date occurs.
	  
	5.	Termination.
      The Transition Period (and your
      employment) may be terminated at any time if (a) you resign for any reason
      or (b) Yelp terminates your employment due to your (i) material breach of
      Yelp policy or procedure or other misconduct, (ii) material breach of any
      written agreement with Yelp, including, but not limited to, this
      Agreement, or (iii) failure to perform your job duties as assigned to you
      in a timely and satisfactory manner during the Transition Period (an
      “Early Termination”). In the event of an Early Termination, you will
      receive no further compensation or benefits from Yelp other than as
      expressly provided herein or as required by applicable law. Nothing in
      this Agreement is intended to affect the at-will status of your employment
      with Yelp.
	  
	6.	Subsidiary and
      Affiliate Positions. Your signature
      below constitutes your resignation as an officer and director of all
      subsidiaries and affiliates of Yelp that you hold as a result of your
      service as an officer of Yelp. Such resignation will be effective as of
      the Regular End Date, and you agree that you will take any and all actions
      necessary to ensure an orderly transition of such
  positions.


Yelp Inc. • 140 New
Montgomery Street, San Francisco, California 94105  • Telephone: 415.908.3801 •
Fax: 415.908.3833











	7.    
      	Proprietary Information Obligations. You acknowledge and reaffirm your obligation to comply with the
      Confidentiality and Inventions Assignment Agreement you signed as a
      condition of your employment with Yelp.
	  
	8.	Non-Disparagement. You agree
      that you will not (a) disrupt, or take any action that could reasonably be
      expected to disrupt, any aspect of Yelp’s business or operations, or (b)
      disparage, criticize, or otherwise take actions that could reasonably be
      expected to harm the reputation of, or lead to unwanted or unfavorable
      publicity for, Yelp, its subsidiaries and affiliates, or any of their
      respective current or former officers, directors, management, clients,
      users, products or services, except for truthful statements that are
      expressly required by law.
	  
	9.	Executive
      Severance Benefit Plan. You agree that
      the benefits set forth in this Agreement replace in their entirety any
      benefits you may now or in the future be entitled to under the Company’s
      Executive Severance Benefits Plan established effective January 6, 2012
      (the “Severance Plan”), and you waive all rights thereunder.
	  
	10.	Release
      of Claims.
	  
		a.    
      	General
      Release. You hereby generally and
      completely release Yelp and its predecessors, successors, affiliates,
      parent and subsidiary entities, as well as each of their current and
      former directors, officers, employees, shareholders, partners, agents,
      attorneys, insurers, affiliates and assigns (collectively, the
      “Released Parties”) of and from any and all claims, liabilities and
      obligations, both known and unknown, that arise out of or are in any way
      related to events, acts, conduct or omissions that occurred prior to or on
      the date that you sign this Agreement (collectively, the “Released Claims”).
	  
		b.	Scope of Release.
      The Released Claims include, but are
      not limited to: (i) all claims arising out of or in any way related to
      your employment with Yelp, or the termination of that employment; (ii) all
      claims related to your compensation and benefits from Yelp, including
      salary, bonuses, commissions, vacation pay, expense reimbursements,
      severance pay, fringe benefits, stock, stock options, restricted stock
      units or any other ownership interests in Yelp; (iii) all claims for
      breach of contract, wrongful termination and breach of the implied
      covenant of good faith and fair dealing; (iv) all tort claims, including,
      without limitation, claims for fraud, defamation, emotional distress and
      discharge in violation of public policy; and (v) all federal, state and
      local statutory claims, including, without limitation, claims for
      discrimination, harassment, retaliation, privacy, attorneys’ fees, or
      other claims arising under the federal Civil Rights Act of 1964, the
      federal Americans with Disabilities Act of 1990, the federal Age
      Discrimination in Employment Act of 1967 (the “ADEA”), the federal National
      Labor Relations Act of 1935, the federal Family and Medical Leave Act, the
      federal Fair Credit Reporting Act, the federal Employee Retirement Income
      Security Act, the California Investigative Consumer Reporting Agencies
      Act, the California Labor Code, the California Civil Code, the California
      Business and Professions Code, the California Fair Employment and Housing
      Act, the California Family Rights Act, the Wage Orders of the California
      Industrial Welfare Commission, in each case as amended, and, in each case,
      similar laws in other jurisdictions. If, notwithstanding the above, you
      are awarded any money or other relief under such a claim, you hereby
      assign the money or other relief to Yelp.
	  
		c.	Excluded Claims.
      Notwithstanding the foregoing, the
      following are not included in the Released Claims (collectively, the
      “Excluded Claims”): (i) any rights or claims for indemnification you may
      have pursuant to any written indemnification agreement with Yelp to which
      you are a party, the certificate of incorporation and bylaws of Yelp, or
      under applicable law; (ii) any rights that are not waivable as a matter of
      law; and (iii) any rights you have under this Agreement. In addition,
      nothing in this Agreement prevents you from filing, cooperating with or
      participating in any proceeding before the Equal Employment Opportunity
      Commission, the Department of Labor or the California Department of Fair
      Employment and Housing, except that you hereby waive your right to any
      monetary benefits in connection with any such claim, charge or proceeding
      with regard to any claim released herein.


Yelp Inc. • 140 New
Montgomery Street, San Francisco, California 94105  • Telephone: 415.908.3801 •
Fax: 415.908.3833











	11.   
    	Section 1542 Waiver.
      In giving the releases herein, which
      include claims that may be unknown to you at present, you acknowledge that
      you have read and understand Section 1542 of the California Civil Code,
      which reads as follows:
		  
		“A general release does
      not extend to claims which the creditor does not know or suspect to exist
      in his or her favor at the time of executing the release, which if known
      by him or her must have materially affected his or her settlement with the
      debtor.” 

  

		You hereby expressly waive and
      relinquish all rights and benefits under that section and any law of any
      other jurisdiction of similar effect with respect to your release of
      claims herein, including, but not limited to, your release of unknown
      claims.
	   
	12.   
    	Return of Yelp Property and
      Information. You agree to search
      diligently to locate all Yelp documents, materials, information,
      communications and other Yelp property that you control or have had in
      your possession at any time, including, without limitation, (a) all Yelp
      confidential and proprietary information and (b) any materials or
      information on your personal computer, server and e-mail system
      (collectively, “Yelp
      Property”). You agree to return all
      Yelp Property and copies thereof no later than the Separation Date, or
      destroy them if Yelp requests; provided, however, that Yelp agrees to
      provide you with continued access to and limited use of your Yelp e-mail
      account (not to conduct Yelp business without prior approval by Yelp)
      until the Separation Date.
	  
	13.	Representations.
      You hereby represent that (a) you have
      been paid all compensation owed and for all hours worked, and, as to any
      further alleged wages, you agree that there is a good-faith dispute as to
      whether such wages are due, and based on this good-faith dispute, you
      release and waive any and all further claims regarding unpaid wages and
      any corresponding penalties, interest or attorneys’ fees, in exchange for
      the benefits provided by this Agreement; (b) you have received all the
      leave and leave benefits and protections for which you are eligible,
      pursuant to the Family and Medical Leave Act, the California Family Rights
      Act or otherwise; and (c) have not suffered any on-the-job injury for
      which you have not already filed a workers’ compensation
  claim.
	  
	14.	Dispute Resolution.
      Any dispute, claim or controversy of
      whatever nature arising out of or relating to this Agreement (including
      any other agreement(s) contemplated hereunder), including, without
      limitation, any action or claim based on tort, contract or statute, or
      concerning the interpretation, performance or execution of this Agreement,
      will be resolved by confidential, final and binding arbitration
      administered by Judicial Arbitration and Mediation Services, Inc.
      (“JAMS”), in San Francisco, California, before a single arbitrator, in
      accordance with JAMS’ then-applicable arbitration rules. You acknowledge that by agreeing to this arbitration
      procedure, you and Yelp waive the right to resolve any such dispute, claim
      or demand through a trial by jury or judge or by administrative
      proceeding. You will have the right to
      be represented by legal counsel at any arbitration proceeding. The
      arbitrator will: (a) have the authority to compel adequate discovery for
      the resolution of the dispute and to award such relief as would otherwise
      be available under applicable law in a court proceeding; and (b) issue a
      written statement signed by the arbitrator regarding the disposition of
      each claim and the relief, if any, awarded as to each claim, the reasons
      for the award and the arbitrator’s essential findings and conclusions on
      which the award is based. Yelp will bear all JAMS fees for the
      arbitration. Nothing in this Agreement will prevent any of the parties
      from obtaining injunctive relief in court if necessary to prevent
      irreparable harm pending the conclusion of any arbitration. Any awards or
      orders in such arbitrations may be entered and enforced as judgments in
      any court of competent jurisdiction.


Yelp Inc. • 140 New
Montgomery Street, San Francisco, California 94105  • Telephone: 415.908.3801 •
Fax: 415.908.3833











	15.   
    	Miscellaneous.
      This Agreement constitutes the
      complete, final and exclusive embodiment of the entire agreement between
      you and Yelp with regard to its subject matter. It is entered into without
      reliance on any promise or representation, written or oral, other than
      those expressly contained herein, and it supersedes any other such
      promises, warranties or representations (including your employment offer
      letter and the Severance Plan). This Agreement may not be modified or
      amended except in a writing signed by both you and a duly authorized
      officer of Yelp. This Agreement will bind the heirs, personal
      representatives, successors and assigns of both you and Yelp, and inure to
      the benefit of both you and Yelp, their heirs, successors and assigns. If
      any provision of this Agreement is determined to be invalid or
      unenforceable, in whole or in part, this determination will not affect any
      other provision of this Agreement and the provision in question will be
      modified so as to be rendered enforceable to the fullest extent permitted
      by law. This Agreement will be deemed to have been entered into and will
      be construed and enforced in accordance with the laws of the State of
      Delaware, without regard to conflict of laws principles. Any ambiguity in
      this Agreement will not be construed against either party as the drafter.
      Any waiver of a breach of this Agreement must be in writing to be
      effective and will not be deemed to be a waiver of any successive or other
      breach. This Agreement may be executed in counterparts, and facsimile and
      electronic image signatures will be equivalent to original
      signatures.


If these terms are acceptable to you,
please sign and date in the space indicated below and return the signed copy to
me within seven (7) calendar days.

Sincerely, 

/s/ Charles Baker 

Charles Baker for Yelp Inc. 

I have read, understood and hereby
agree to the terms as set forth above, and further acknowledge that no other
commitments were made to me in connection with my transition from the Company
except as specifically set forth in this Agreement. 

	/s/ Michael Stoppelman	      	February 17, 2017
	     Michael
      Stoppelman		Date



Yelp Inc. • 140 New
Montgomery Street, San Francisco, California 94105  • Telephone: 415.908.3801 •
Fax: 415.908.3833