April 15, 2016

Dear Lanny,

Yelp Inc., a Delaware  corporation (the “Company” or
“Yelp”), is pleased to offer you employment on the  following terms:

	1.	    
      	Position. Your
    employment will start on a mutually agreeable date no later than April 22,        2016, and you will initially
    serve as Advisor to the Company.        On May 9, 2016, you will become the Company’s Chief Financial Officer.
    You will report to the Company’s Chief Executive Officer        throughout. You will work primarily in San Francisco,
    although you may be required to work at other Yelp        offices and locations from time to time. The
    Company may change your title, reporting relationship and work        location at its discretion.
	 
	2.		Salary.
    The annualized salary for        this position is $325,000 (as adjusted from
    time to time, your “Salary”),        less all applicable deductions and withholdings, payable pursuant
    to our regular payroll policy.
    Your Salary is subject
    to periodic review and adjustment in        accordance with the Company’s policies as in effect from time to
    time. This is an exempt position, and your Salary is intended to        cover all hour worked. 
	 
	3.		Incentive Compensation
    &     Benefits. You are eligible to participate in the        incentive
    compensation     programs,insurance
    programs and        other employee benefit plans established by the Company for its employees        from
    time to time, in accordance with the terms        of those programs and plans. The Company reserves the right to change
    the terms of its programs and plans at any        time.
	 
	4.		Equity        Compensation. Yelp
    will        recommend that its board of directors (or a committee thereof) grant        you
    restricted stock units covering 129,038        shares of Yelp’s Class A common stock (the “RSUs”). If
    granted,     the RSUs will vest
    according to a     four-year vesting
    schedule, with 25% of     the RSUs        vesting on May 20, 2017, and
    the     remaining shares        vesting ratably on a quarterly basis over the following three        years.
	 
			Yelp will        also
    recommend     that its board of directors (or a committee thereof) grant        you an option to purchase
    281,150 shares of Yelp’s        Class A common stock (the “Option”). If granted, the shares underlying the
    Option will vest according to a
    four-year vesting schedule, with 25%
    of     the shares vesting at the end of        your first year of
    employment, and the remaining shares        vesting ratably on a monthly basis over the following three
    years.
	 
			Please note that the vesting
    of the RSUs and
    Option     is conditioned on your continued service with Yelp
    through     each vesting date. The RSUs and Option will also be subject        to the terms of Yelp’s stock plan
    and separate     Restricted
    Stock     Unit and Stock Option Agreements between you and Yelp.        
	 
	5.		Executive Severance Plan. You will be eligible to participate in the Yelp Executive Severance
      Benefit Plan,subject to the terms and conditions
      thereof.
	 
	6.		Confidentiality. As
    an employee of the Company, you will have access to certain confidential        information of the
    Company and you may, during the course        of your employment, develop certain information or inventions
    that will be the property of the Company. To protect the interests        of the Company, you will be required to sign and comply with our standard Confidentiality and Invention Assignment Agreement (“Confidentiality Agreement”)
    as a condition of your employment.
	 
	7.		Dispute        Resolution. We
    sincerely        hope that no dispute will arise between us. If a dispute should arise, it        will be
    subject to our Dispute Resolution Policy,        unless you timely opt-out
    as described        therein.
	 












	8.		Conditions. This
    offer is conditioned on you successfully passing our background and        reference checks, and
    you providing proof of        your identity and ability to work legally within the United States. You        agree to
    provide any documentation or
    information     at the        Company’s request to facilitate these processes. 
	 
	9.		At-Will
    Employment. While we look        forward to a long and successful
    relationship, your position with        Yelp will
    be “at-will.” This means
    that     both you and Yelp may terminate your        employment at any time, with or
    without     cause, and with        or without advance notice. However, given the prominent nature of your        role
    with the     Company, we ask that you
    provide a        minimum of sixty (60) days advance notice if you decide to         terminate
    your employment relationship     with Yelp.        During this time, we would expect you to perform your
    customary job     duties and assist,
    as     requested by Yelp,        in transitioning outstanding projects, tasks and relationships      to other Yelp personnel.
    That said, nothing
    in this paragraph
    is intended to
    alter your     at-will employment relationship
    with Yelp.
	 
			This        letter contains
    the     entire agreement between you and Yelp regarding the        right and ability of either you or
    Yelp to terminate        your employment. Any statements or representations contradicting any        provision of this letter
    should be regarded by you as        ineffective. In addition, your participation in any stock incentive or     benefit program
    is not to be regarded     as     assuring        you of continued employment for any particular period of time.
    Any     modification or change in your at-will
    employment status may occur only by way of a written        agreement signed
    by you and an authorized member of        the board of directors.
	 
	10.		Representation. By
    signing below, you represent that taking and performing the position Yelp        is offering you will
    not violate the terms of any agreements        you may have with others, including any former employers. You also
    represent that you have disclosed to Yelp any contract you        have signed that might restrict your activities on
    behalf of Yelp.
	 
	11.	    
      	Entire
    Agreement.        This letter,
    together with
    the Confidentiality
    Agreement, will
    form the
    complete and exclusive
    statement of your employment agreement (“Employment        Agreement”) with Yelp. The Employment
    Agreement     supersedes any        other agreements, promises or representations made to you by anyone,
    whether oral     or written, regarding
    the subject        matter of the Employment Agreement. The Employment Agreement
    cannot     be changed except in a written agreement signed by you and a        duly authorized officer of Yelp.


We look forward to you joining  us! Please sign the bottom
of this letter and return it to accept this offer.  This
offer will terminate if we do not receive confirmation of your acceptance  by April 22, 2016.

Sincerely,

Jeremy
Stoppelman
Chief Executive Officer
& Director, Yelp Inc.

I have read and understood  this offer letter
and hereby acknowledge, accept and agree to the terms as set  forth above
and further acknowledge that no other  commitments were made to me as part of my employment offer
except as specifically set forth above.

	/s/ Charles Baker	April 15, 2016
	Charles (Lanny) Baker	Date