Yelp
Annual Report 2016

Plain-text annual report

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2016 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to Commission file number: 001-35444 YELP INC.(Exact name of Registrant as specified in its charter) Delaware20-1854266(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)140 New Montgomery Street, 9th FloorSan Francisco, California 94105 (Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (415) 908-3801Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, par value $0.000001 per shareNew York Stock Exchange LLCSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒Table of ContentsIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES ☒ NO ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). YES ☒ NO ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☒ Accelerated filer ☐Non-accelerated filer (Do not check if a smaller reporting company) ☐Smaller reporting company ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $2,076,475,388 as ofJune 30, 2016, the last day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s commonstock on the New York Stock Exchange LLC reported for June 30, 2016. Excludes an aggregate of 564,416 shares of the registrant’s Class A common stockand 8,285,277 shares of the registrant’s Class B common stock held by officers, directors, affiliated stockholders and The Yelp Foundation as of June 30,2016. For purposes of determining whether a stockholder was an affiliate of the registrant at June 30, 2016, the registrant assumed that a stockholder was anaffiliate of the registrant if such stockholder (i) beneficially owned 10% or more of the registrant’s capital stock, as determined based on public filings, and/or(ii) was an executive officer or director, or was affiliated with an executive officer or director, of the registrant at June 30, 2016. Exclusion of such sharesshould not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policiesof the registrant or that such person is controlled by or under common control with the registrant.As of February 23, 2017, there were 79,602,606 shares of the registrant’s common stock, par value $0.000001 per share, issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the U.S. Securities and ExchangeCommission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporatedby reference in Part III, Items 10-14 of this Annual Report on Form 10-K.Table of ContentsYELP INC. 2016 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business.1Item 1A.Risk Factors.14Item 1B.Unresolved Staff Comments.35Item 2.Properties.35Item 3.Legal Proceedings.35Item 4.Mine Safety Disclosures.36PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.37Item 6.Selected Consolidated Financial and Other Data.38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.41Item 7A.Quantitative and Qualitative Disclosures About Market Risk.62Item 8.Financial Statements and Supplementary Data.62Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.62Item 9A.Controls and Procedures.63Item 9B.Other Information.66PART IIIItem 10.Directors, Executive Officers and Corporate Governance.67Item 11.Executive Compensation.67Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.67Item 13.Certain Relationships and Related Transactions, and Director Independence.67Item 14.Principal Accounting Fees and Services.67PART IVItem 15.Exhibits, Financial Statement Schedules.68Item 16.Form 10-K Summary.68 SIGNATURES69EXHIBIT INDEX70FINANCIAL STATEMENTSReport of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Comprehensive Income (Loss)F-4Consolidated Statements of Stockholders’ EquityF-5Consolidated Statements of Cash FlowsF-6Notes to Consolidated Financial StatementsF-7___________________________________Unless the context suggests otherwise, references in this Annual Report on Form 10-K (the “Annual Report”) to “Yelp,” the “Company,” “we,” “us” and“our” refer to Yelp Inc. and, where appropriate, its subsidiaries.iTable of ContentsUnless the context otherwise indicates, where we refer in this Annual Report to our “mobile application” or “mobile app,” we refer to all of ourapplications for mobile-enabled devices; references to our “mobile platform” refer to both our mobile app and the versions of our website that are optimizedfor mobile-based browsers. Similarly, references to our “website” refer to versions of our website dedicated to both desktop- and mobile-based browsers, aswell as the U.S. and international versions of our website.SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or proveincorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in thisAnnual Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, orthe Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are oftenidentified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”“plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Thesestatements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Suchforward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events todiffer materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differencesinclude, but are not limited to, those discussed in the section entitled “Risk Factors” included under Part I, Item 1A below. Furthermore, such forward-lookingstatements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflectevents or circumstances after the date of such statements.NOTE REGARDING METRICSWe review a number of performance metrics to evaluate our business, measure our performance, identify trends in our business, prepare financialprojections and make strategic decisions. Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results ofOperations—Key Metrics” for information on how we define our key metrics. Unless otherwise stated, these metrics do not include metrics from Yelp Eat24or Yelp Reservations or from our business owner products.While our metrics are based on what we believe to be reasonable calculations, there are inherent challenges in measuring usage across our large user base.Certain of our performance metrics, including the number of unique devices accessing our mobile app, are tracked with internal company tools, which are notindependently verified by any third party and have a number of limitations. For example, our metrics may be affected by mobile applications thatautomatically contact our servers for regular updates with no discernible user action involved; this activity can cause our system to count the deviceassociated with the app as an app unique device in a given period.Our metrics that are calculated based on data from third parties — the number of desktop and mobile website unique visitors — are subject to similarlimitations. Our third-party providers periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors,including human and software errors. In addition, because these traffic metrics are tracked based on unique cookie identifiers, an individual who accesses ourwebsite from multiple devices with different cookies may be counted as multiple unique visitors, and multiple individuals who access our website from ashared device with a single cookie may be counted as a single unique visitor. As a result, the calculations of our unique visitors may not accurately reflect thenumber of people actually visiting our website.Our measures of traffic and other key metrics may also differ from estimates published by third parties (other than those whose data we use to calculatesuch metrics) or from similar metrics of our competitors. We are continually seeking to improve our ability to measure these key metrics, and regularly reviewour processes to assess potential improvements to their accuracy. From time to time, we may discover inaccuracies in our metrics or make adjustments toimprove their accuracy, including adjustments that may result in the recalculation of our historical metrics. We believe that any such inaccuracies oradjustments are immaterial unless otherwise stated.iiTable of ContentsPART IItem 1. Business.Company OverviewYelp connects people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engageand transact. As of December 31, 2016, our users had contributed approximately 121.0 million cumulative reviews of almost every type of local business,making us the leading local business review site in the United States.Our platform provides value to consumers and businesses alike by connecting consumers with great local businesses at the critical moment when they aredeciding where to spend their money. The key strengths of our platform include:●Discovery. Our platform is transforming the way people discover local businesses. Each day, millions of consumers visit our website or use our mobileapp to find great local businesses to meet their everyday needs. Our strong brand and the quality of our content have enabled us to attract this largeaudience with relatively low traffic acquisition costs.●Engagement. Yelp provides a platform for consumers to share their everyday local business experiences with other consumers by posting reviews, tips,photos and videos, and to engage directly with businesses, through reviews, our Request-A-Quote and Message the Business features, and bycompleting transactions on the Yelp Platform. Yelp also provides businesses of all sizes with a variety of free and paid services that help them engagewith consumers. Businesses can register a business account for free and “claim” the Yelp business listing page for each of their locations, allowingthem to provide additional information about their business and respond to reviews, among other features.●Advertising. Businesses that want to reach our large audience of purchase intent-driven consumers can also pay for premium services to promotethemselves through targeted search advertising, discounted offers and further enhancements to their business listing pages. We generate revenueprimarily from the sale of advertising on our website and mobile app to businesses. During the year ended December 31, 2016, we generated netrevenue of $713.1 million, representing 30% growth over 2015, a net loss of $4.7 million and adjusted EBITDA of $120.1 million. For information onhow we define and calculate adjusted EBITDA and a reconciliation of this non-GAAP financial measure to net income (loss), see “Management’sDiscussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” in this Annual Report.●Transactions. The Yelp Platform allows consumers to transact with local businesses directly on Yelp through Yelp Eat24, the food ordering anddelivery business we acquired in 2015, Yelp Reservations, our online reservations product, and integrations with partners ranging fromShoptiques.com (boutique shopping) to GolfNow (tee time booking) to BloomNation (flower ordering). In addition to providing consumers with acontinuous experience from discovery to completion of transactions, the Yelp Platform creates an additional point of consumer engagement for localbusinesses.At the heart of our business are the vibrant communities of contributors that contribute the content on our platform. These contributors provide rich,firsthand information about local businesses in the form of reviews and ratings, tips, photos and videos. Each review, tip, photo and video expands thebreadth and depth of the content on our platform, which drives a powerful network effect: the expanded content draws in more consumers and moreprospective contributors. Although measures of our content (including our cumulative review metric) and traffic (including our desktop and mobile uniquevisitors metrics) do not factor directly into the advertising arrangements we have with our advertising customers, this network effect underpins our ability todeliver clicks and ad impressions to advertisers. Increases in these metrics improve our value proposition to local businesses as they seek easy-to-use andeffective advertising solutions. For this reason, we foster and support communities of contributors and make the consumer experience our highest priority.1Table of ContentsOf the approximately 121.0 million cumulative reviews our contributors had submitted through December 31, 2016, approximately 85.7 million wererecommended and available on business listing pages; approximately 26.9 million were not recommended and available on secondary pages; andapproximately 8.4 million had been removed from our platform. Although they do not factor into a business’s overall star rating, we provide access to reviewsthat are not recommended because they provide additional perspectives and information on reviewed businesses, as well as transparency of the efficacy of ourautomated recommendation software.The reviews contributed to our platform cover a wide set of local business categories, including restaurants, shopping, beauty and fitness, arts,entertainment and events, home and local services, health, nightlife, travel and hotel, auto and other categories. In the charts below, we highlight thebreakdown by industry of local businesses that have received reviews on our platform and the breakdown by industry of reviews contributed to our platformthrough December 31, 2016.2Table of Contents* The charts above include information based upon all contributed reviews and include some businesses that have received only reviews that are notrecommended or have been removed.We believe that the concentration of reviews in the restaurant and shopping categories in particular is primarily due to the frequency with whichindividuals visit specific businesses or engage in certain activities versus others. For example, an individual may eat at a restaurant three times in one week orgo shopping once a week, but the same individual is unlikely to visit a mechanic, get a haircut or use a home or local service with the same frequency. Thetop five industry categories accounted for an aggregate of 77% of our advertising revenue (excluding advertising sold by partners) for the quarter endedDecember 31, 2016, broken down as follows: Home & Local Services, 30%; Restaurants, 15%; Beauty & Fitness, 12%; Health, 11%; and Shopping, 9%.Our ProductsAdvertisingWe provide both free and paid business listing products to businesses of all sizes. We also enable businesses to deliver targeted search advertising to largelocal audiences through our website and mobile app.In our filings with the SEC prior to this Annual Report we classified revenue from our “local” products — consisting of business listing and advertisingproducts that we sold directly to businesses and Yelp Reservations — as local revenue. In order to bring our revenue presentation into closer alignment withthe operation of our business, we now classify revenue from all of our business listing and advertising products, including advertising sold by partners, asadvertising revenue. As a result, revenue generated through ad resales and monetization of remnant advertising inventory through third-party ad networks isnow classified as advertising revenue rather than other services revenue, and revenue from Yelp Reservations, a subscription service, is classified as otherservices revenue. All disclosures relating to revenue by product have been updated to reflect this revised classification for all periods presented.3Table of Contents Free Online Business Account We enable businesses to create a free online business account and claim the listing page for each of theirbusiness locations. With their free business accounts, businesses can view trends (e.g. statistics and chartsof the performance of their pages on our platform), use the Revenue Estimator tool (e.g. to quantify therevenue opportunity Yelp provides), message customers (e.g. by replying to messages or reviews eitherpublicly or privately), update information (e.g. address, hours of operation) and offer Yelp Deals and GiftCertificates (as described below). Enhanced ProfileOur enhanced profile solution eliminates ads from a business’s listing page and allows the business toincorporate a video clip or photo slide show on the page. Businesses can also promote a desiredtransaction of their choosing — such as scheduling an appointment or printing a coupon — directly ontheir business listing pages with our Call to Action feature. This feature transfers consumers from abusiness’s listing page to the business’s own website to complete the action. Branded ProfileFor businesses with ten or more locations, our branded profile solution offers the ability to incorporate avideo clip or photo slide show, as well as a Call to Action button, on each location’s business listing page. Search and Other AdsWe allow businesses to promote themselves as a sponsored search result on our platform and on the listingpages of related businesses. We now sell ads primarily on a per-click basis, though we also offerimpression-based ads. Ad ResalesWe also generate revenue through the resale of our advertising products by certain agencies and partners,such as YP.com, as well as monetization of remnant advertising inventory through third-party ad networks.TransactionsIn addition to our advertising products, we also offer several features and consumer-interactive tools to facilitate transactions between consumers and thelocal businesses they find on Yelp. We recognize revenue from these sources on a net basis as transactions revenue. Yelp Eat24 Our Yelp Eat24 business generates revenue through arrangements with restaurants in which restaurants paya commission percentage fee on orders placed through the Yelp Eat24 platform. Yelp PlatformThe Yelp Platform allows consumers to transact directly on Yelp through integrations with partnersincluding Nowait, Whittl, and TicketNetwork. Consumers are currently able to check wait times and joinwaitlists remotely, book spa and salon appointments and purchase event tickets, among many othertransaction opportunities, all without leaving Yelp. Yelp DealsOur Yelp Deals product allows local business owners to create promotional discounted deals for theirproducts and services, which are marketed to consumers through our platform. We typically earn a feebased on the discounted price of each deal sold. We process all customer payments and remit to thebusiness the revenue share of any Yelp Deal purchased.4Table of Contents Gift Certificates Our Gift Certificates product allows local business owners to sell full-price gift certificates directly toconsumers through their business listing pages. The business chooses the price point to offer (from $10 to$500), and consumers may purchase Gift Certificates denominated in such amounts. We earn a fee basedon the amount of the Gift Certificate sold. We process all consumer payments and remit to the business therevenue share of any Gift Certificate purchased.BrandThrough the end of 2015, we also offered advertising solutions for national brands in the form of display advertisements and brand sponsorships. Wephased out these products over the second half of 2015 and redeployed the associated internal resources, including members of our brand sales team,elsewhere within our organization. Due to certain negative trends in the broader market for brand advertising products — in particular, the shift towardprogrammatic advertising and increasing advertiser demand for products such as video ads that are disruptive to the consumer experience — we believe thisdecision will provide us with a long-term strategic advantage by allowing us to focus on our core strength of advertising to local businesses and to ensurethat we continue to provide a great consumer experience. We recognized revenue from these products as brand revenue through the end of 2015.Other ServicesWe generate other revenue through subscription services, licensing payments for access to Yelp data and other non-advertising, non-transactionarrangements, such as certain partnerships. We recognize revenue from these sources as other services revenue.In our filings with the SEC prior to this Annual Report other services revenue consisted of revenue generated through partner arrangements, includingresale of our advertising products by certain partners, and monetization of remnant advertising inventory through third-party ad networks. As describedabove, for all reporting periods presented, revenue generated from resale of our advertising products and monetization of remnant advertising inventory isnow classified as advertising revenue rather than other services revenue. In addition, other services revenue now includes revenue generated from our YelpReservations product. Yelp Reservations We provide restaurants, nightlife and certain other venues with the ability to offer online reservationsdirectly from their Yelp business listing pages through our Yelp Reservations product, which also includesfront-of-house management tools. We offer this product as a monthly subscription service. Yelp KnowledgeOur Yelp Knowledge program offers local analytics and insights through access to our historical data, andis available through integrations with companies including Sprinklr, Reputology and Revinate. Other PartnershipsOther non-advertising partner arrangements include content licensing.Revenue by ProductThe following table provides a breakdown of our revenue by product for the years indicated, reflecting the changes to our revenue categories made in thethree months ended December 31, 2016:5Table of Contents Year Ended December 31,2016 2015 2014(dollars in thousands)Net revenue by product: Advertising$645,241$471,416$335,450 Transactions62,49543,8545,247 Brand advertising-31,01234,482 Other services5,3333,4292,357 Total net revenue$ 713,069$ 549,711$ 377,536For purposes of comparison, the following table provides a breakdown of our revenue by product for the years indicated based on our revenue categoriesin effect prior to the three months ended December 31, 2016: Year Ended December 31,2016 2015 2014(dollars in thousands)Net revenue by product: Local$624,694$448,236$319,137 Transactions62,49543,8545,247 Brand advertising-31,01234,482 Other services25,88026,60918,670 Total net revenue$ 713,069$ 549,711$ 377,536Our StrategyOur mission is to connect people with great local businesses. We focus on the following key strategies to grow our business, audience of consumers andadvertiser base:●Grow Our Communities. As the number of contributors and consumers within Yelp communities continues to grow, we expect our platform to becomemore widely known and relevant to broader audiences, further driving the growth of reviews, consumers and local business activity. While organicgrowth driven by our community development efforts continues to be our primary marketing strategy, we began supplementing these efforts withadvertising campaigns aimed at increasing consumer awareness of Yelp in 2014. In 2017, we plan to continue investing in marketing to leverage ourbrand and benefit from these network dynamics and plan to allocate a greater proportion of our advertising budget to performance marketing with thegoal of expanding consumer usage, among others.●Increase Engagement. By continuing to develop a feature-rich experience for consumers, we believe we can increase the number of visits and searchesper user. We plan to continue to invest in the development of our mobile platform, and our mobile app in particular, to take advantage of the growingnumber of consumers accessing Yelp through their mobile devices. Our focus will be on providing additional in-app messaging opportunities, refinedsearch options and social features to better facilitate sharing. With mobile users already generating a majority of our new content, we believe that thisapproach will be an effective driver of the network effect described above.●Expand Our Reach. We will also continue exploring ways to make our content more widely available, including on new and evolving platforms anddistribution channels, such as automobile navigation systems, wearable devices and voice-activated home devices. For example, Apple’s Siri andAmazon’s Alexa personal assistant programs currently access Yelp content to respond to local search queries.6Table of Contents●Provide a Great Consumer Experience. We believe that providing a great consumer experience has been and will continue to be critical to growingour business; accordingly, as we explore opportunities to monetize our products, we remain committed to a high standard of user experience. We willnot incorporate advertising or other products or solutions that we believe may excessively degrade the user experience and potentially alienate users,even if they might result in increased short-term monetization. We also plan to continue our consumer protection efforts. In 2016, for example, weexpanded the municipal hygiene inspection data available on business listing pages and our consumer alerts program. We also supported federallegislation banning “gag clause” provisions in consumer-form contracts that seek to prevent consumers from writing negative reviews online, whichwas signed into law as The Consumer Review Fairness Act of 2016.●Focus on Transactions. As of December 31, 2016, we were recognizing advertising revenue from approximately 137.8 thousand advertising andsubscription accounts (formerly referred to as local advertising accounts); with approximately 3.4 million businesses on our platform as of that date,we believe there is significant opportunity to increase the number of businesses advertising on Yelp. We believe the continued expansion of ourtransaction capabilities will not only drive further consumer engagement, but also attract additional business customers. To that end, in 2016, weexpanded the number of transactions-enabled businesses and categories, streamlined the checkout process and made our Request-A-Quote featureavailable to logged-out traffic, allowing millions more consumers to seamlessly connect with merchants and service providers. In 2017, we plan tocontinue to innovate and explore ways to expand our transactions functionalities, as well as promote our existing capabilities through directmarketing.●Attract More Businesses. In addition to expanding our transactions capabilities, we believe that new business owner products and comprehensivetools to measure the effectiveness of our products will encourage businesses to advertise on our platform. For example, in 2016, we launched newreporting, messaging and advertising-management features for our Yelp for Business Owners app. We will also continue our local business outreachefforts, which include educating local businesses on how Yelp provides value to them as well as engaging with business owners to gain insight intohow we can improve our products and services. In 2016, we held our second annual business leader summit, which brought 100 entrepreneursrepresenting 80 communities in the United States and Canada to our offices for two days of conversation and strategizing, and joined the U.S. SmallBusiness Administration’s Technology Coalition to help small businesses better leverage technology by providing digital education and resources.●Broaden Sales Strategy. Our core strength is our advertising business in the United States and Canada. This business has a significant and growingbase of revenue, and we plan to continue to pursue initiatives to enhance our opportunity in this area. We have invested, and will continue to invest,aggressively in sales resources, including increases in headcount and initiatives to increase sales force productivity. In addition to growing ourestablished direct sales force, we are broadening our sales strategy to address the revenue opportunity from existing customers, new advertisers andnew products. This includes developing new and evolving sales channels, such as our self-serve advertising channel, which provides business ownerswith convenient options for purchasing our products, and partnerships with select marketing agencies and resellers to provide large and medium-sizedadvertisers with greater access to our products. We believe these ongoing investments will lead to additional businesses advertising on Yelp.●Expand Our Portfolio of Revenue-Generating Products. We plan to continue to grow and develop products and partner arrangements that provideincremental value to our advertisers and business partners to encourage them to increase their advertising budgets allocated to our platform. In 2016,for example, we began monetizing Yelp data through our Yelp Knowledge program, which offers local analytics and insights through access to ourhistorical data.7Table of ContentsMarketingCommunity ManagementWe establish Yelp communities through a pre-launch content development phase, followed by a hiring of a Community Manager, leading to reviewgrowth and consumer activity, which, at scale, supports our sales efforts to local businesses. We have a team of Community Managers and CommunityAmbassadors based across the United States, Canada, and, prior to the fourth quarter of 2016, 30 other countries worldwide. In the fourth quarter of 2016, wewound down our marketing activities in markets outside the United States and Canada, where we believe the long-term return on continued investment to belower than opportunities for Yelp within our core markets.Our community management team’s primary goals are to support and grow their local communities of contributors, raise brand awareness and engage withtheir surrounding communities through:●planning and executing fun and engaging events for the community, such as parties, outings and activities at restaurants, museums, hotels and otherlocal places of interest;●getting to know community members and helping them get to know one another to foster an offline community experience that can be transferredonline;●promoting Yelp, including guest appearances on local television and radio, and at local events such as concerts and street fairs; and●writing weekly e-mail newsletters to share information with the community about local businesses, events and activities.Through these activities, we believe our community management team helps us increase awareness of our platform and grow avid communities who arewilling to contribute content to our platform. These active contributors may be invited to attend sponsored social events, but do not receive compensation fortheir contributions. This community growth drives the network effect whereby contributed reviews expand the breadth and depth of our content base. Thisexpansion draws an increasing number of consumers to access the content on our platform, thus inspiring new and existing contributors to create additionalreviews that can be shared with this growing audience.To further illustrate the development of Yelp communities as they scale, we highlight below our review and revenue metrics for three cohorts of Yelpcommunities in the United States: the Yelp communities that we launched in 2005-2006; the Yelp communities that we launched in 2007-2008; and theYelp communities that we launched in 2009-2010.AverageYear-Over-Year-Over-CumulativeYear GrowthAverageYear Growth inReviews as ofin AverageAdvertisingAverageNumber of Yelpend ofCumulativeRevenue inAdvertisingU.S. Market Cohort Communities (1) Q4 2016(2) Reviews (3) Q4 2016(4) Revenue(5)2005 – 2006 Cohort67,54324%$10,98530%2007 – 2008 Cohort141,71127%$3,32837%2009 – 2010 Cohort1863533%$88335%(1) A Yelp community is defined as a city or region in which we have hired a Community Manager.8Table of Contents(2) Average cumulative reviews is defined as the total cumulative reviews of the cohort as of December 31, 2016 (in thousands), including the reviews thatwere not recommended or had been removed from our platform, divided by the number of Yelp communities in the cohort.(3)Year-over-year growth in average cumulative reviews compares the average cumulative reviews as of December 31, 2016 with the average cumulativereviews as of December 31, 2015.(4)Average advertising revenue is defined as the total advertising revenue from businesses in the cohort for the quarter ended December 31, 2016 (inthousands), divided by the number of Yelp communities in the cohort.(5)Year-over-year growth in average advertising revenue compares average advertising revenue for the quarter ended December 31, 2016 with the averageadvertising revenue for the quarter ended December 31, 2015.In general, the Yelp communities in our earlier U.S. community cohorts are more populous than those in later cohorts, and we have already entered many ofthe largest cities in the United States and Canada. For these and other reasons, launching additional communities may not yield results similar to those of ourexisting communities. As a result, we continue to believe that development of our existing communities currently provides the greatest opportunity forgrowth, and plan to focus our community development efforts on existing communities in 2017.AdvertisingWe have historically focused on organic and viral growth driven by the community development efforts of our community management team, asdescribed above. While community development continues to be our primary marketing strategy, we believe there is significant opportunity to increase ourbrand awareness and usage through targeted advertising programs. We began selectively testing advertising to consumers in the second half of 2014, andlaunched our first television advertising campaign in 2015, with the aim of increasing consumer awareness of our brand. We plan to continue investing invarious advertising channels in 2017, with a greater portion of our advertising budget allocated to performance advertising with the objectives of increasingapp usage, transaction volumes and new business customers. Our marketing expenses may continue to increase if we significantly expand these efforts toattract additional consumers and businesses.SalesWe sell our products directly through our sales force, indirectly through partners and online through our website. Our advertising sales force consisted of2,450 employees as of December 31, 2016 and is located across our offices in San Francisco, California; Scottsdale, Arizona; New York, New York; andChicago, Illinois. From 2012 to 2016, we also had sales operations in Europe, including in Dublin, Ireland and Hamburg, Germany. In the fourth quarter of2016, however, we wound down our sales activities in markets outside the United States and Canada, where we believe the long-term return on continuedinvestment to be lower than opportunities for Yelp within our core markets.Direct Sales. A large majority of our sales force is dedicated to selling our advertising products, with a significantly smaller component responsible forselling Yelp Eat24 and Yelp Reservation products. Sales representatives are primarily responsible for generating qualified sales leads by identifying andcontacting businesses through direct engagement, direct marketing campaigns and weekly e-mails to claimed local businesses. Our direct sales force isfocused on increasing revenue by adding new customers, and sales representatives are typically compensated on the basis of advertising sold in a givenperiod.Sales Partnerships. Since 2014, we have allowed our partners such as YP.com to sell certain of our advertising products as part of a package with theirown advertising products to its advertiser bases. The products covered by these arrangements include our enhanced profile and cost-per-click advertising. Wecontinue to explore additional partnerships for the sale or bundling of our products, as well as with select marketing agencies.Self-Service Ads. Our online, or self-service, sales channel allows businesses to purchase advertising solutions directly from our website. Businesses canpurchase performance-based cost-per-click sponsored search advertising directly through this channel. We are continuing to test approaches to this saleschannel, including by offering the option of speaking with a sales representative.9Table of ContentsAccount Management. While the focus of our sales force has historically been on adding new customers, we also see opportunity to deepen ourrelationships with existing customers. To this end, our account management team supports existing business advertisers through client success, cross-sellingand retention initiatives. Members of our account management team are currently compensated primarily through fixed salaries rather than on commissions.TechnologyProduct development and innovation are core pillars of our strategy. We aim to delight our users and business partners with our products. We provide ourweb-based and mobile services using a combination of in-house and third-party technology solutions and products.●Search and Ranking Technology. We leverage the data stored on our platform and our proprietary indexing and ranking techniques to provide ourusers with contextual, relevant and up-to-date results to their search queries. For example, a consumer desiring environmentally friendly carpetcleaners does not have to call individual cleaners to inquire about their use of chemical-based cleaning solutions. Instead, the consumer can search for“environmentally-friendly carpet cleaners” on Yelp and discover cleaners with the best service and “green” cleaning products that serve a specificneighborhood.●Recommendation Software. We employ our proprietary automated recommendation software to analyze and screen all reviews submitted to ourplatform. We believe our recommendation technology is one of the key contributors to the quality and integrity of the reviews on our platform and thesuccess of our service. See “—Consumer Protection Efforts” below for additional details regarding our recommendation software.●Mobile Solutions. The number of people who access information about local businesses through mobile devices has increased dramatically over thepast few years and is expected to continue to increase. We have seen substantial growth in mobile usage, and anticipate that growth in use of ourmobile platform will be the driver of our growth for the foreseeable future. Our most engaged users are on our mobile app, making it particularlycritical to our continued success. For example, in the quarter ended December 31, 2016, our mobile devices accounted for approximately 73% of allsearches and approximately 66% of all ad clicks on our platform, compared to 70% and 63%, respectively, in the quarter ended December 31, 2015.To take advantage of this trend, we have invested significant resources into the development of our comprehensive mobile platform for consumerssupporting the major smartphone operating systems available today, iOS and Android. Over time, we have enhanced the functionality of our mobileplatform, such that it provides similar and, in some areas, greater functionality than our website. Some of the innovations we introduced through ourmobile platform include “check-ins,” “tips,” “comments,” “Nearby” and “Monocle,” our augmented reality feature. More recently, we also launched amobile app for business owners, designed to make it easier for them to engage with their customers and manage their Yelp profiles. The Yelp forBusiness Owners app is currently available for iOS and Android.●Advertising Technologies. We use proprietary ad targeting and delivery technologies designed to provide relevant local advertisements. Ourproprietary ad delivery system leverages our unique repository of data to provide useful ads to users and high value leads to advertisers.●Infrastructure. Our web and mobile platforms are currently hosted from multiple locations, primarily through Amazon Web Services. We also hostparts of our infrastructure within shared data environments in California and Virginia, as well as with third-party leased server providers. Our web andmobile platforms are designed to have high availability, from the Internet connectivity providers we choose, to the servers, databases and networkinghardware that we deploy. We design our systems such that the failure of any individual component is not expected to affect the overall availability ofour platform. We also leverage other third-party Internet-based (cloud) services such as rich-content storage, map-related services, ad serving and bulkprocessing.●Network Security. Computer viruses, malware, phishing attacks, denial-of-service and other attacks and similar disruptions from unauthorized use ofcomputer systems have become more prevalent in our industry, have occurred on our systems in the past and we expect them to occur periodically onour systems in the future. For this reason, our platform includes a host of encryption, antivirus, firewall and patch-management technologies designedto help protect and maintain the systems located at data centers as well as other systems and computers across our business.10Table of ContentsConsumer Protection EffortsOur success depends on our ability to maintain consumer trust in our solutions and in the quality and integrity of the user content and other informationfound on our platform. We dedicate significant resources to the goal of maintaining and enhancing the quality, authenticity and integrity of the reviews onour platform, primarily through the following methods:Automated Recommendation Software. We use proprietary software to analyze the relevance, reliability and utility of each review submitted to ourplatform. The software applies the same objective standards to each review based on a wide range of data associated with the review and reviewer, regardlessof whether the business being reviewed advertises on Yelp. These objective standards include various measures of relevance, reliability and utility, such asthe reviewer’s type and level of activity with Yelp (which might correspond to the reviewer’s reliability or suggest reviewer biases) and whether certainreviews originate from related Internet Protocol addresses (which might mean the reviews were submitted by the same person). The results of this analysis canchange over time as the software factors in new information, which may result in reviews that were previously recommended becoming not recommended,and reviews that were previously not recommended being restored to recommended status. Reviews that the software deems to be the most useful and reliableare published directly on business listing pages, though neither we nor the software purport to establish whether or not any individual review is authentic. Asof December 31, 2016, our software was recommending approximately 71% of the reviews submitted to our platform. Reviews that are not recommended arepublished on secondary pages and do not factor into a business’s overall star rating. As of December 31, 2016, approximately 22% of the reviews submittedto our platform were not recommended but still accessible on our platform.Sting Operations. We routinely conduct sting operations to identify businesses and individuals who offer or receive cash, discounts or other benefits inexchange for reviews. For example, we may respond to advertisements offering to pay for reviews that are posted on Craigslist, Facebook and other platforms.We also receive and investigate tips from our users about potential paid reviews. If we identify or confirm any such issues through our investigations, wetypically pursue one or more of the courses of action described below (each of which we may also employ on a stand-alone basis).Consumer Alerts Program. We issue consumer alert warnings on business listing pages from time to time when we encounter suspicious activity that webelieve is indicative of attempts to deceive or mislead consumers. For example, we may issue a consumer alert if we encounter a business attempting topurchase favorable reviews, or if a large number of favorable reviews are submitted from the same Internet Protocol address. Consumer alerts generally remainin effect for 90 days, or longer if the deceptive practices continue.Coordination with Law Enforcement. We regularly cooperate with law enforcement and consumer protection agencies to investigate and identifybusinesses and individuals who may be engaged in false advertising or deceptive business practices relating to reviews. For example, in 2013, we assisted theNew York Attorney General with “Operation Clean Turf,” an undercover investigation targeting review manipulation that resulted in 19 companies agreeingto pay more than $350,000 in fines to the State of New York. In 2016, in a continuation of this investigation, the New York Attorney General announcedsettlements with six additional businesses that tried to mislead consumers, resulting in the businesses agreeing to pay fines and to take measures to increasethe honesty and transparency of their online reviews.Legal Action. Our terms of service prohibit the buying and selling of reviews, as well as writing fake reviews. In egregious cases, we take legal actionagainst businesses we believe to be engaged in deceptive practices based on these prohibitions.Removal of Reviews. We regularly remove reviews from our platform that we believe violate our terms of service, including, without limitation: fake ordefamatory reviews; content that has been bought, sold or traded; threatening, harassing or lewd content, as well as hate speech and other displays of bigotry;and content that violates the rights of any third party or any applicable law. Users can access information about reviews that we have removed for a particularbusiness by clicking on a link on the business’s listing page. As of December 31, 2016, approximately 7% of the reviews submitted to our platform had beenremoved.11Table of ContentsIntellectual PropertyWe rely on federal, state, common law and international rights, as well as contractual restrictions, to protect our intellectual property. We control access toour proprietary technology and algorithms by entering into confidentiality and inventions assignment agreements with our employees and contractors, aswell as confidentiality agreements with third parties.In addition to these contractual arrangements, we also rely on a combination of patent, trade secrets, copyrights, trademarks, service marks and domainnames to protect our intellectual property. We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States andin certain locations internationally. Our registration efforts have focused on gaining protection of our trademarks for Yelp and the Yelp burst logo, amongothers. These marks are material to our business and essential to our brand identity as they enable others to easily identify us as the source of the servicesoffered under these marks. We currently have limited patent protection for our core business, which may make it more difficult to assert certain of ourintellectual property rights. For example, the contractual restrictions and trade secrets that protect our proprietary technology and algorithms provide only alimited safeguard against infringement.Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may notbe available in the United States or other countries in which we operate. Also, the efforts we have taken to protect our proprietary rights may not be sufficientor effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Protecting our intellectualproperty rights is also costly and time consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to dobusiness and harm our operating results.Companies in the Internet, technology and media industries own large numbers of patents and other intellectual property rights, and frequently requestlicense agreements or threaten to enter into litigation based on allegations of infringement or other violations of such rights. From time to time, we receivenotice letters from patent holders alleging that certain of our products and services infringe their patent rights. We are also currently subject to, and expect toface in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including ourcompetitors and non-practicing entities. As we face increasing competition and as our business grows, we will likely face more claims of infringement.CompetitionThe market for information regarding local businesses and advertising is intensely competitive and rapidly changing. We compete for consumer trafficwith traditional, offline local business guides and directories as well as online providers of local and web search. We also compete for a share of businesses’overall advertising budgets with traditional, offline media companies and other Internet marketing providers. Our competitors include the following types ofbusinesses:●Offline. Competitors include offline media companies and service providers, many of which have existing relationships with businesses. Servicesprovided by competitors range from yellow pages listings to direct mail campaigns to advertising and listing services in local newspapers, magazines,television and radio.●Online. Competitors also include Internet search engines, such as Google and Bing, review and social media websites as well as various other onlineservice providers. These include regional websites that may have strong positions in particular markets.Our competitors may enjoy competitive advantages, such as greater name recognition, longer operating histories, substantially greater market share,established marketing relationships with, and access to, large existing user bases and substantially greater financial, technical and other resources. Thesecompanies may use these advantages to offer products similar to ours at a lower price, develop different products to compete with our current solutions andrespond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements. Certain competitors couldalso use strong or dominant positions in one or more markets to gain competitive advantage against us in markets in which we operate.We compete on the basis of a number of factors. We compete for consumer traffic on the basis of factors including: the reliability of our content; thebreadth, depth and timeliness of information; and the strength and recognition of our brand. We compete for businesses’ advertising budgets on the basis offactors including: the size of our consumer audience; the effectiveness of our advertising solutions; our pricing structure; and recognition of our brand.12Table of ContentsGovernment RegulationAs a company conducting business on the Internet, we are subject to a variety of laws in the United States and abroad that involve matters central to ourbusiness, including laws regarding privacy, data retention, distribution of user-generated content, consumer protection and data protection, among others. Forexample:●Privacy. Because we receive, store and process personal information and other user data, including credit card information in certain cases, we aresubject to numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure andprotection of personal information and other user data.●Liability for Third-Party Action. We rely on laws limiting the liability of providers of online services for activities of their users and other third parties.●Advertising. We are subject to a variety of laws, regulations and guidelines that regulate the way we distinguish paid search results and other types ofadvertising from unpaid search results.●Information Security and Data Protection. The laws in many jurisdictions require companies to implement specific information security controls toprotect certain types of information. Likewise, many jurisdictions have laws in place requiring companies to notify users if there is a security breachthat compromises certain categories of their information.Many of these laws and regulations are still evolving and could be interpreted in ways that harm our business. The application and interpretation of theselaws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. They may be interpreted and appliedinconsistently from country to country and inconsistently with our current policies and practices. For example, regulatory frameworks for privacy issues arecurrently in flux worldwide, and are likely to remain so for the foreseeable future. Similarly, laws providing immunity to websites that publish user-generatedcontent are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright andtrademark infringement and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users.Changes in existing laws or regulations or their interpretations, as well as new legislation or regulations, could increase our administrative costs and make itmore difficult for consumers to use our platform, resulting in less traffic and revenue. Such changes could also make it more difficult for us to provideeffective advertising tools to businesses on our platform, resulting in fewer advertisers and less revenue.As our business grows and evolves, we will also become subject to additional laws and regulations, including in jurisdictions outside of the United States.Foreign data protection, privacy and other laws and regulations can be more restrictive than those in the United States. Any failure on our part to comply withthese laws may subject us to significant liabilities.Our Culture and EmployeesWe take great pride in our company culture and consider it to be one of our competitive strengths. Our culture is at the foundation of our success, and itcontinues to help drive our business forward as a pivotal part of our everyday operations. It allows us to attract and retain a talented group of employees,create an energetic work environment and continue to innovate in a highly competitive market. As of December 31, 2016, we had 4,256 full-time employeesglobally.Our culture extends beyond our offices and into the local communities in which people use Yelp. Our community management team’s responsibilitiesinclude supporting the sharing of experiences by consumers in the local markets that they serve and increasing brand awareness. We organize events severaltimes a year to recognize our most important contributors, facilitating face-to-face interactions, building the Yelp brand and fostering the sense of truecommunity in which we believe so strongly. We also engage with small businesses. For example, we established the Yelp Small Business Advisory Councilas a way to interact with and get feedback from our core community of local business owners. We also work with the U.S. Small Business Administration andother partners to educate small business owners across the United States on best practices for online marketing.13Table of ContentsIn addition, The Yelp Foundation, a non-profit organization established by our board of directors in November 2011, or the Foundation, directly supportsconsumers and local businesses in the communities in which we operate. In 2011, our board of directors approved the contribution and issuance to theFoundation of 520,000 shares of our common stock, of which the Foundation had sold 160,000 shares as of December 31, 2016. The Foundation uses theproceeds from the sale of its shares of our common stock to make grants to local non-profit organizations that are actively engaged in supporting communityand small business growth. As of December 31, 2016, the Foundation held 360,000 shares of common stock, representing less than 1% of our outstandingcapital stock.Information About Segment and Geographic RevenueInformation about segment and geographic revenue is set forth in Note 18 of the Notes to Consolidated Financial Statements included elsewhere in thisAnnual Report.SeasonalityOur business is affected both by cyclicality in business activity and by seasonal fluctuations in Internet usage and advertising spending. We believe ourrapid growth has masked most of the cyclicality and seasonality of our business. As our revenue growth rate slows, we expect that the cyclicality andseasonality in our business may become more pronounced, causing our operating results to fluctuate. In particular, based on historical trends, we expecttraffic numbers to be weakest in the fourth quarter of the year in connection with end of the year holidays.Corporate and Available InformationWe were incorporated in Delaware on September 3, 2004 under the name Yelp, Inc. We changed our name to Yelp! Inc. in late September 2004 and toYelp Inc. in February 2012. Our principal executive offices are located at 140 New Montgomery Street, 9th Floor, San Francisco, California 94105, and ourtelephone number is (415) 908-3801. Our website is located at www.yelp.com, and our investor relations website is located at www.yelp-ir.com.We file or furnish electronically with the U.S. Securities and Exchange Commission, or SEC, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make copies ofthese reports available free of charge through our investor relations website as soon as reasonably practicable after we file or furnish them with the SEC. Allmaterials we file with the SEC are available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation ofthe Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website.Additionally, we provide notifications of news or announcements regarding our financial performance, including filings with the SEC, investor events, pressand earnings releases, and blogs as part of our investor relations website. Investors and others can receive notifications of new information posted on ourinvestor relations website in real time by signing up for e-mail alerts and RSS feeds.Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other reportor document we file with the SEC, and any references to our websites are intended to be inactive textual references only.Item 1A. Risk Factors.Risks Related to Our Business and IndustryIf we are unable to increase traffic to our mobile app and website, or user engagement on our platform declines, our revenue, business and operatingresults may be harmed.14Table of ContentsWe derive substantially all of our revenue from the sale of impression- and click-based advertising. Because traffic to our platform determines the numberof ads we are able to show, affects the value of those ads to businesses and influences the content creation that drives further traffic, slower traffic growth ratesmay harm our business and financial results. As a result, our ability to grow our business depends on our ability to increase traffic to and user engagement onour platform. Our traffic could be adversely affected by factors including:●Reliance on Internet Search Engines. As discussed in greater detail below, we rely on Internet search engines to drive traffic to our platform, includingour mobile app. However, the display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in ourdirect control, and may change frequently. For example, a search engine may change its ranking algorithms, methodologies or design layouts. As aresult, links to our platform may not be prominent enough to drive traffic to our platform, and we may not be in a position to influence the results.Although Internet search engine results have allowed us to attract a large audience with low organic traffic acquisition costs to date, if they fail todrive sufficient traffic to our platform in the future, we may need to increase our marketing expenses, which could harm our operating results.●Increasing Competition. The market for information regarding local businesses is intensely competitive and rapidly changing. If the popularity,usefulness, ease of use, performance and reliability of our products and services do not compare favorably to those of our competitors, traffic maydecline.●Review Concentration. Our restaurant and shopping categories together accounted for approximately 40% of the businesses that had been reviewedon our platform and approximately 56% of the cumulative reviews as of December 31, 2016. If the high concentration of reviews in these categoriesgenerates a perception that our platform is primarily limited to these categories, traffic may not increase or may decline.●Our Recommendation Software. If our automated software does not recommend helpful content or recommends unhelpful content, consumers mayreduce or stop their use of our platform. While we have designed our technology to avoid recommending content that we believe to be unreliable orotherwise unhelpful, we cannot guarantee that our efforts will be successful.●Content Scraping. From time to time, other companies copy information from our platform without our permission, through website scraping, robotsor other means, and publish or aggregate it with other information for their own benefit. This may make them more competitive and may decrease thelikelihood that consumers will visit our platform to find the local businesses and information they seek. Though we strive to detect and prevent thisthird-party conduct, we may not be able to detect it in a timely manner and, even if we could, may not be able to prevent it. In some cases, particularlyin the case of third parties operating outside of the United States, our available remedies may be inadequate to protect us against such conduct.●Macroeconomic Conditions. Consumer purchases of discretionary items generally decline during recessions and other periods in which disposableincome is adversely affected. As a result, adverse economic conditions may impact consumer spending, particularly with respect to local businesses,which in turn could adversely impact the number of consumers visiting our platform.●Internet Access. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws impactingInternet neutrality, could decrease the demand for our services. Similarly, any actions by companies that provide Internet access that degrade, disruptor increase the cost of user access to our platform could undermine our operations and result in the loss of traffic.We also anticipate that our traffic growth rate will continue to slow over time, and potentially decrease in certain periods, as our business matures and weachieve higher penetration rates. In particular, we have already entered most major geographic markets within the United States and Canada, and we do notexpect to pursue expansion in other international markets in the foreseeable future; further expansion in smaller markets may not yield similar results orsustain our growth. That our traffic growth has slowed in recent quarters even as we have expanded our operations is a reflection of this trend. As our trafficgrowth rate slows, our success will become increasingly dependent on our ability to increase levels of user engagement on our platform. This dependencemay increase as the portion of our revenue derived from performance-based advertising increases. A number of factors may negatively affect our userengagement, including if:●users engage with other products, services or activities as an alternative to our platform;●there is a decrease in the perceived quality of the content contributed by our users;●we fail to introduce new and improved products or features, or we introduce new products or features that do not effectively address consumer needs orotherwise alienate consumers;15Table of Contents●technical or other problems negatively impact the availability and reliability of our platform or otherwise affect the user experience;●users have difficulty installing, updating or otherwise accessing our platform as a result of actions by us or third parties that we rely on to distributeour products;●users believe that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance and prominence of theadvertising we display; and●we do not maintain our brand image or our reputation is damaged.Consumers are increasingly using mobile devices to access online services. If our mobile platform and mobile advertising products are not compelling, orif we are unable to operate effectively on mobile devices, our business could be adversely affected.The number of people who access information about local businesses through mobile devices, including smartphones, tablets and handheld computers,has increased dramatically over the past few years and is expected to continue to increase. Although many consumers access our platform both on theirmobile devices and through personal computers, we have seen substantial growth in mobile usage. We anticipate that growth in use of our mobile platformwill be the driver of our growth for the foreseeable future and that usage through personal computers may continue to decline. As a result, we must continueto drive adoption of and user engagement on our mobile platform, and our mobile app in particular. If we are unable to drive continued adoption of andengagement on our mobile app, our business may be harmed and we may be unable to decrease our reliance on traffic from Google and other search engines.In order to attract and retain engaged users of our mobile platform, the mobile products and services we introduce must be compelling. However, the waysin which users engage with our platform and consume content has changed over time, and we expect it will continue to do so as users increasingly engage viamobile. This may make it more difficult to develop mobile products that consumers find useful or provide them with the information they seek, and may alsonegatively affect our content if users do not continue to contribute high quality content on their mobile devices. In addition, building an engaged base ofmobile users may also be complicated by the frequency with which users change or upgrade their mobile services. In the event users choose mobile devicesthat do not already include or support our mobile app or do not install our mobile app when they change or upgrade their devices, our traffic and userengagement may be harmed.Our success is also dependent on the interoperability of our mobile products with a range of mobile technologies, systems, networks and standards that wedo not control, such as mobile operating systems like Android and iOS. We may not be successful in developing products that operate effectively with thesetechnologies, systems, networks and standards or in creating, maintaining and developing relationships with key participants in the mobile industry, some ofwhich may be our competitors. Any changes that degrade the functionality of our mobile products, give preferential treatment to competitive products orprevent us from delivering advertising could adversely affect mobile usage and monetization. As new mobile devices and platforms are released, it is difficultto predict the problems we may encounter in developing products for these alternative devices and platforms, and we may need to devote significantresources to the creation, support and maintenance of such products. If we experience difficulties in the future integrating our mobile app into mobiledevices, or we face increased costs to distribute our mobile app, our user growth and operating results could be harmed.In addition, the mobile market remains a rapidly evolving market with which we have limited experience. As new devices and platforms are released,users may begin consuming content in a manner that is more difficult to monetize. Similarly, as mobile advertising products develop, demand may increasefor products that we do not offer or that may alienate our user base. Although we currently deliver ads on both our mobile app and mobile website, with 66%of ad clicks delivered on mobile in the three months ended December 31, 2016, our continued success depends on our efforts to innovate and introduceenhanced mobile solutions. If our efforts to develop compelling mobile advertising products are not successful — as a result of, for example, the difficultiesdetailed above — advertisers may stop or reduce their advertising with us. At the same time, we must balance advertiser demands against our commitment toprioritizing the quality of user experience over short-term monetization. For example, we phased out our brand advertising products in part because demandin the brand advertising market has shifted toward products disruptive to the consumer experience, such as video ads. If we are not able to balance thesecompeting considerations successfully, we may not be able to generate meaningful revenue from our mobile products despite the expected growth in mobileusage.16Table of ContentsWe rely on Internet search engines and application marketplaces to drive traffic to our platform, certain providers of which offer products and servicesthat compete directly with our products. If links to our applications and website are not displayed prominently, traffic to our platform could decline andour business would be adversely affected.Our success depends in part on our ability to attract users through unpaid Internet search results on search engines like Google and Bing. The number ofusers we attract from search engines to our website (including our mobile website) is due in large part to how and where information from and links to ourwebsite are displayed on search engine result pages. The display, including rankings, of unpaid search results can be affected by a number of factors, many ofwhich are not in our direct control, and may change frequently. For example, a search engine may change its ranking algorithms, methodologies or designlayouts. As a result, links to our platform may not be prominent enough to drive traffic to our platform, and we may not know how or otherwise be in aposition to influence the results.For example, Google has previously made changes to its algorithms and methodologies that may be contributing to the slowing of our traffic growth rate,particularly in our international markets where we have less content and more competitors. We believe this headwind on our ability to achieve prominentdisplay of our content in international unpaid search results disrupted the network effect we expected in our international markets based on what weexperienced domestically, whereby increases in content led to increases in traffic. This was a contributing factor to our decision to reallocate ourinternational sales and marketing resources. Google also announced that, beginning in the fourth quarter of 2015, the rankings of sites showing certain typesof app install interstitials could be penalized on its mobile search results pages. While we believe the type of interstitial we currently use will not bepenalized, the parameters of Google’s policy may change from time to time, be poorly defined and be inconsistently interpreted. For example, in January2017, Google broadened the categories of interstitials that may be penalized. As a result, Google may unexpectedly penalize our app install interstitials,which may cause links to our mobile website to be featured less prominently in Google’s mobile search results page, and traffic to both our mobile websiteand mobile app may be harmed as a result. We cannot predict the long-term impact of these changes.Although traffic to our mobile app is less reliant on search results than traffic to our website, growth in mobile device usage may not decrease our overallreliance on search results if mobile users use our mobile website rather than our mobile app. In fact, consumers’ increasing use of mobile devices mayexacerbate the risks associated with how and where our website is displayed in search results because mobile device screens are smaller than personalcomputer screens and therefore display fewer search results.We also rely on application marketplaces, such as Apple’s App Store and Google’s Play, to drive downloads of our applications. In the future, Apple,Google or other marketplace operators may make changes to their marketplaces that make access to our products more difficult. For example, our applicationsmay receive unfavorable treatment compared to the promotion and placement of competing applications, such as the order in which they appear withinmarketplaces. Similarly, if problems arise in our relationships with providers of application marketplaces, our user growth could be harmed.In some instances, search engine companies and application marketplaces may change their displays or rankings in order to promote their own competingproducts or services or the products or services of one or more of our competitors. For example, Google has integrated its local product offering, Google +Local, with certain of its products, including search. The resulting promotion of Google’s own competing products in its web search results has negativelyimpacted the search ranking of our website. Because Google in particular is the most significant source of traffic to our website, accounting for more than halfof the visits to our website during the three months ended December 31, 2016, our success depends on our ability to maintain a prominent presence in searchresults for queries regarding local businesses on Google. As a result, Google’s promotion of its own competing products, or similar actions by Google in thefuture that have the effect of reducing our prominence or ranking on its search results, could have a substantial negative effect on our business and results ofoperations.If our users fail to contribute high quality content or their contributions are not valuable to other users, our traffic and revenue could be negativelyaffected.17Table of ContentsOur success in attracting users depends on our ability to provide consumers with the information they seek, which in turn depends on the quantity andquality of the content contributed by our users. We believe that as the depth and breadth of the content on our platform grow, our platform will become morewidely known and relevant to broader audiences, thereby attracting new consumers to our service. However, if we are unable to provide consumers with theinformation they seek, they may stop or reduce their use of our platform, and traffic to our website and on our mobile app will decline. If our user trafficdeclines, our advertisers may stop or reduce the amount of advertising on our platform and our business could be harmed. Our ability to provide consumerswith valuable content may be harmed:●if our users do not contribute content that is helpful or reliable;●if our users remove content they previously submitted;●as a result of user concerns that they may be harassed or sued by the businesses they review, instances of which have occurred in the past and mayoccur again in the future; and●as users increasingly contribute content through our mobile platform, because content contributed through mobile devices tends to be shorter thandesktop contributions.Similarly, if robots, shills or other spam accounts are able to contribute a significant amount of recommended content, or consumers perceive a significantamount of our recommended content to be from such accounts, our traffic and revenue could be negatively affected. Although we do not believe content fromthese sources has had a material impact to date, if our automated software recommends a substantial amount of such content in the future, our ability toprovide high quality content would be harmed and the consumer trust essential to our success could be undermined.In addition, if our platform does not provide current information about local businesses or users do not perceive reviews on our platform as relevant, ourbrand and business could be harmed. For example, we do not phase out or remove dated reviews, and consumers may view older reviews as less relevant,helpful or reliable than more recent reviews.If we fail to maintain and expand our base of advertisers, our revenue and our business will be harmed.Our ability to grow our business depends on our ability to maintain and expand our advertiser base. To do so, we must convince existing and prospectiveadvertisers alike that our advertising products offer a material benefit and can generate a competitive return relative to other alternatives. Our ability to do sodepends on factors including:●Acceptance of Online Advertising. We believe that the continued growth and acceptance of our online advertising products will depend on theperceived effectiveness and acceptance of online advertising models generally, which is outside of our control. For example, if ad-blocking programsthat affect the delivery of online advertising gain further visibility or traction, the perceived value of online advertising, and that of our advertisingproducts in turn, may be harmed. Many advertisers still have limited experience with online advertising and, as a result, may continue to devotesignificant portions of their advertising budgets to traditional, offline advertising media, such as newspapers or print yellow pages directories.●Competitiveness of Our Products. We must deliver ads in an effective manner. We may be unable to attract new advertisers if our products are notcompelling or we fail to innovate and introduce enhanced products meeting advertiser expectations. For example, in their current form, our adproducts may be most attractive to businesses with higher than average ratings and numbers of reviews. As a result, businesses with lower ratings andfewer reviews may not purchase our ad products, or may abandon them if they do not believe our ad products are effective. At the same time, we mustbalance advertiser demands against our commitment to providing a good user experience. For example, we phased out our brand advertising productsin part because demand in the brand advertising market has shifted toward products disruptive to the consumer experience. In addition, we mustprovide accurate analytics and measurement solutions that demonstrate the value of our advertising products compared to those of our competitors.Similarly, if the pricing of our advertising products does not compare favorably to those of our competitors, advertisers may reduce their advertisingwith us or choose not to advertise with us at all. The widespread adoption of any technologies that make it more difficult for us to deliver ads, such asad-blocking programs, could also decrease our value proposition to businesses and reduce demand for our products.●Traffic Quality. The success of our advertising program depends on delivering positive results to our advertising customers. Low-quality or invalidtraffic, such as robots, spiders and the mechanical automation of clicking, may be detrimental to our relationships with advertisers and could adverselyaffect our advertising pricing and revenue. If we fail to detect and prevent click fraud or other invalid clicks on ads, the affected advertisers mayexperience or perceive a reduced return on their investments, which could lead to dissatisfaction with our products, refusals to pay, refund demands orwithdrawal of future business.18Table of Contents●Perception of Our Platform. Our ability to compete effectively for advertiser budgets depends on our reputation and perceptions regarding ourplatform. For example, we may face challenges expanding our advertiser base in businesses outside the restaurant and shopping categories ifbusinesses believe that consumers perceive the utility of our platform to be limited to finding businesses in these categories. The ratings and reviewsthat businesses receive from our users may also affect their advertising decisions. Favorable ratings and reviews, on the one hand, could be perceivedas obviating the need to advertise. Unfavorable ratings and reviews, on the other, could discourage businesses from advertising to an audience thatthey perceive as hostile or cause them to form a negative opinion of our products and user base.●Macroeconomic Conditions. Adverse macroeconomic conditions can have a negative impact on the demand for advertising, particularly with respectto online advertising products. We rely heavily on small and medium-sized businesses, which often have limited advertising budgets and may bedisproportionately affected by economic downturns. In addition, such business may view online advertising as lower priority than offline advertising.As is typical in our industry, our advertisers generally do not have long-term obligations to purchase our products. Their decisions to renew depend onthe degree of satisfaction with our products as well as a number of factors that are outside of our control, including their ability to continue their operationsand spending levels. Small and medium-sized local businesses in particular have historically experienced high failure rates. As a result, we may experienceattrition in our advertisers in the ordinary course of business resulting from several factors, including losses to competitors, declining advertising budgets,closures and bankruptcies. The negative impact of attrition on our financial results may be greater with respect to advertisers who are billed in arrears, as thevast majority of our advertisers now are, if they fail to make payment on ads that have already been delivered. In addition, our recent phase out of our brandadvertising products, which had been an additional source of revenue for us, may make us more susceptible to fluctuations and attrition from small andmedium-sized businesses. To grow our business, we must continually add new advertisers to replace advertisers who choose not to renew their advertising, orwho go out of business or otherwise fail to fulfill their advertising contracts with us, which we may not be able to do.If we fail to further develop our domestic markets effectively, our revenue and business will be harmed.In the fourth quarter of 2016, we wound down our international sales and marketing operations and reallocated the associated resources primarily to ourU.S. and Canadian markets. As a result, our continued growth depends on our ability to further develop our U.S. and Canadian communities and operations.However, our communities in many of the largest markets in the United States and Canada are in a relatively late stage of development, and furtherdevelopment of smaller markets may not yield similar results. If we are not able to develop these markets as we expect, or if we fail to address the needs ofthose markets, our business will be harmed.We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders andotherwise disrupt our operations and harm our operating results. We may also be unable to realize the expected benefits and synergies of any acquisitions.Our success will depend, in part, on our ability to expand our product offerings and grow our business in response to changing technologies, user andadvertiser demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses ortechnologies rather than through internal development. For example, in February 2015, we acquired Eat24 to obtain an online food ordering solution. Wehave limited experience as a company in the complex process of acquiring other businesses and technologies. The pursuit of potential future acquisitionsmay divert the attention of management and cause us to incur expenses in identifying, investigating and pursuing acquisitions, whether or not they areconsummated.Acquisitions that are consummated could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect ourresults of operations. The incurrence of debt in particular could result in increased fixed obligations or include covenants or other restrictions that wouldimpede our ability to manage our operations. In addition, any acquisitions we announce could be viewed negatively by users, businesses or investors. Wemay also discover liabilities or deficiencies associated with the companies or assets we acquire that we did not identify in advance, which may result insignificant unanticipated costs. For example, in 2015, two lawsuits were filed against us by former Eat24 employees alleging that Eat24 failed to comply withcertain labor laws prior to the acquisition. The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence aredependent upon the accuracy and completeness of statements and disclosures made by the companies we acquire or their representatives, as well as thelimited amount of time in which acquisitions are executed. We may also fail to accurately forecast the financial impact of an acquisition transaction,including tax and accounting charges.19Table of ContentsIn order to realize the expected benefits and synergies of any acquisition that is consummated, we must meet a number of significant challenges that maycreate unforeseen operating difficulties and expenditures, including:●integrating operations, strategies, services, sites and technologies of the acquired company;●managing the combined business effectively;●retaining and assimilating the employees of the acquired company;●retaining existing customers and strategic partners and minimizing disruption to existing relationships as a result of any integration of new personnel;●difficulties in the assimilation of corporate cultures;●implementing and retaining uniform standards, controls, procedures, policies and information systems; and●addressing risks related to the business of the acquired company that may continue to impact the business following the acquisition.Any inability to integrate services, sites and technologies, operations or personnel in an efficient and timely manner could harm our results of operations.Transition activities are complex and require significant time and resources, and we may not manage the process successfully, particularly if we are managingmultiple integrations concurrently. Our ability to integrate complex acquisitions is unproven, particularly with respect to companies that have significantoperations or that develop products with which we do not have prior experience. For example, Eat24 was larger and more complex than companies we hadpreviously acquired. In addition, Eat24 operates a business that is new to us, and we did not have significant experience or structure in place to support thisbusiness prior to the acquisition. We plan to invest resources to support this and any future acquisitions, which will result in ongoing operating expenses andmay divert resources and management attention from other areas of our business. We cannot assure you that these investments will be successful. Even if weare able to integrate the operations of any acquired company successfully, these integrations may not result in the realization of the full benefits of synergies,cost savings, innovation and operational efficiencies that may be possible from the combination of the businesses, or we may not achieve these benefitswithin a reasonable period of time.We rely on third-party service providers and strategic partners for many aspects of our business, and any failure to maintain these relationships couldharm our business.We rely on relationships with various third parties to grow our business, including strategic partners and technology and content providers. For example,we rely on third parties for data about local businesses, mapping functionality, payment processing and administrative software solutions. We also rely onpartners for various transactions available through the Yelp Platform, including Booker for spa and salon appointments, Locu for menu data andBloomNation for flower deliveries, among others. Identifying, negotiating and maintaining relationships with third parties require significant time andresources, as does integrating their data, services and technologies onto our platform. It is possible that these third parties may not be able to devote theresources we expect to the relationships. We may also have competing interests and obligations with respect to our partners in particular, which may make itdifficult to maintain, grow or maximize the benefit for each partnership. For example, our entry into the online reservations space with our acquisition ofSeatMe, Inc. in 2013 put us in competition with OpenTable, which led to the end of our partnership in 2015. Our focus on integrating additional partners toexpand the Yelp Platform may exacerbate this risk.If our relationships with our partners and providers deteriorate, we could suffer increased costs and delays in our ability to provide consumers andadvertisers with content or similar services. We have had, and may in the future have, disagreements or disputes with our partners about our respectivecontractual obligations, which could result in legal proceedings or negatively affect our brand and reputation. In addition, we exercise limited control overour third-party partners and vendors, which makes us vulnerable to any errors, interruptions or delays in their operations. If these third parties experience anyservice disruptions, financial distress or other business disruption, or difficulties meeting our requirements or standards, it could make it difficult for us tooperate some aspects of our business. For example, we rely on a single supplier to process payments of all transactions made on the Yelp Platform and forpurchases of Yelp Deals and Gift Certificates. Any disruption or problems with this supplier or its services could have an adverse effect on our reputation,results of operations and financial results. Similarly, upon expiration or termination of any of our agreements with third-party providers, we may not be ableto replace the services provided to us in a timely manner or on terms that are favorable to us, if at all, and a transition from one partner or provider to anothercould subject us to operational delays and inefficiencies.20Table of ContentsWe face competition for both local business directory traffic and advertiser spending, and expect competition to increase in the future.The market for information regarding local businesses and advertising is intensely competitive and rapidly changing. With the emergence of newtechnologies and market entrants, competition is likely to intensify in the future. We compete for consumer traffic with traditional, offline local businessguides and directories, Internet search engines, such as Google and Bing, review and social media websites and various other online service providers. Thesecompetitors may include regional review websites that may have strong positions in particular countries. We also compete with these companies for thecontent of contributors, and may experience decreases in both traffic and user engagement if our competitors offer more compelling environments.Although advertisers are allocating an increasing amount of their overall marketing budgets to online advertising, such spending lags behind growth inInternet and mobile usage generally, making the market for online advertising intensely competitive. We compete for a share of local businesses’ overalladvertising budgets with traditional, offline media companies and service providers, as well as Internet marketing providers. Many of these companies haveestablished marketing relationships with local businesses, and certain of our online competitors have substantial proprietary advertising inventory and webtraffic that may provide a significant competitive advantage.Certain competitors could use strong or dominant positions in one or more markets to gain competitive advantage against us in areas in which we operate,including by: integrating review platforms or features into products they control, such as search engines, web browsers or mobile device operating systems;making acquisitions; changing their unpaid search result rankings to promote their own products; refusing to enter into or renew licenses on which wedepend; limiting or denying our access to advertising measurement or delivery systems; limiting our ability to target or measure the effectiveness of ads; ormaking access to our platform more difficult. This risk may be exacerbated by the trend in recent years toward consolidation among online media companies,potentially allowing our larger competitors to offer bundled or integrated products that feature alternatives to our platform.Our competitors may also enjoy competitive advantages, such as greater name recognition, longer operating histories, substantially greater market share,large existing user bases and substantially greater financial, technical and other resources. Traditional television and print media companies, for example,have large established audiences and more traditional and widely accepted advertising products. These companies may use these advantages to offerproducts similar to ours at a lower price, develop different products to compete with our current solutions and respond more quickly and effectively than wedo to new or changing opportunities, technologies, standards or client requirements. In particular, major Internet companies, such as Google, Facebook,Amazon and Microsoft, may be more successful than us in developing and marketing online advertising offerings directly to local businesses, and mayleverage their relationships based on other products or services to gain additional share of advertising budgets.To compete effectively, we must continue to invest significant resources in product development to enhance user experience and engagement, as well assales and marketing to expand our base of advertisers. However, there can be no assurance that we will be able to compete successfully for users andadvertisers against existing or new competitors, and failure to do so could result in loss of existing users, reduced revenue, increased marketing expenses ordiminished brand strength, any of which could harm our business.Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain and expand our baseof users and advertisers, as well as our ability to increase the frequency with which they use our products.We have developed a strong brand that we believe has contributed significantly to the success of our business. Maintaining, protecting and enhancingthe “Yelp” brand are critical to expanding our base of users and advertisers and increasing the frequency with which they use our solutions. Our ability to doso will depend largely on our ability to maintain consumer trust in our products and in the quality and integrity of the user content and other informationfound on our platform, which we may not do successfully. We dedicate significant resources to these goals, primarily through our automated recommendationsoftware, sting operations targeting the buying and selling of reviews, our consumer alerts program, coordination with consumer protection agencies and lawenforcement, and, in certain egregious cases, taking legal action against business we believe to be engaged in deceptive activities. We also endeavor toremove content from our platform that violates our terms of service.21Table of ContentsDespite these efforts, we cannot guarantee that each of the 85.7 million reviews on our platform that had been recommended and that had not beenremoved as of December 31, 2016 is useful or reliable, or that consumers will trust the integrity of our content. For example, if our recommendation softwaredoes not recommend helpful content or recommends unhelpful content, consumers and businesses alike may stop or reduce their use of our platform andproducts. Some consumers and businesses have alternately expressed concern that our technology either recommends too many reviews, therebyrecommending some reviews that may not be legitimate, or too few reviews, thereby not recommending some reviews that may be legitimate. If consumers donot believe our recommended reviews to be useful and reliable, they may seek other services to obtain the information for which they are looking, and maynot return to our platform as often in the future, or at all. This would negatively impact our ability to retain and attract users and advertisers and the frequencywith which they use our platform.Consumers may also believe that the reviews, photos and other user content contributed by our Community Managers or other employees are influencedby our advertising relationships or are otherwise biased. Although we take steps to prevent this from occurring by, for example, identifying CommunityManagers as Yelp employees on their account profile pages and explaining their role on our platform, the designation does not appear on the page for eachreview contributed by the Community Manager and we may not be successful in our efforts to maintain consumer trust. Similarly, the actions of our partnersmay affect our brand if users do not have a positive experience on the Yelp Platform. If others misuse our brand or pass themselves off as being endorsed oraffiliated with us, it could harm our reputation and our business could suffer. For example, we have encountered instances of reputation managementcompanies falsely representing themselves as being affiliated with us when soliciting customers; this practice could be contributing to rumors that businessowners can pay to manipulate reviews, rankings and ratings. Our website and mobile app also serve as a platform for expression by our users, and third partiesor the public at large may also attribute the political or other sentiments expressed by users on our platform to us, which could harm our reputation.In addition, negative publicity about our company, including our technology, sales practices, personnel, customer service, litigation, strategic plans orpolitical activities could diminish confidence in our brand and the use of our products. Certain media outlets have previously reported allegations that wemanipulate our reviews, rankings and ratings in favor of our advertisers and against non-advertisers. In order to demonstrate that our automatedrecommendation software applies in a nondiscriminatory manner to both advertisers and non-advertisers, we allow users to access reviews that are bothrecommended and not recommended by our software. We have also allowed businesses to comment publicly on reviews so that they can provide a response.Nevertheless, our reputation and brand, the traffic to our website and mobile app and our business may suffer if negative publicity about our company persistsor if users otherwise perceive that our content is manipulated or biased. Allegations and complaints regarding our business practices, and any resultingnegative publicity, may also result in increased regulatory scrutiny of our company. In addition to requiring management time and attention, any regulatoryinquiry or investigation could itself result in further negative publicity regardless of its merit or outcome.Maintaining and enhancing our brand may also require us to make substantial investments, and these investments may not be successful. For example,our trademarks are an important element of our brand. We have faced in the past, and may face in the future, oppositions from third parties to our applicationsto register key trademarks. If we are unsuccessful in defending against these oppositions, our trademark applications may be denied. Whether or not ourtrademark applications are denied, third parties may claim that our trademarks infringe their rights. As a result, we could be forced to pay significantsettlement costs or cease the use of these trademarks and associated elements of our brand. Doing so could harm our brand recognition and adversely affectour business. If we fail to maintain and enhance our brand successfully, or if we incur excessive expenses in this effort, our business and financial results maybe adversely affected.If we fail to manage our growth effectively, our brand, results of operations and business could be harmed.We have experienced rapid growth in our headcount and operations, including through our acquisitions of other businesses, such as Eat24 in February2015, which places substantial demands on management and our operational infrastructure. Most of our employees have been with us for fewer than twoyears; to manage the expected growth of our operations, we will need to continue to increase the productivity of our current employees and hire, train andmanage new employees. In particular, we intend to continue to make substantial investments in our engineering organization as well as our U.S. andCanadian sales, marketing and community management organizations. As a result, we must effectively integrate, develop and motivate a large number of newemployees, including employees from any acquired businesses, while maintaining the beneficial aspects of our company culture.22Table of ContentsAs our business matures, we make periodic changes and adjustments to our organization in response to various internal and external considerations,including market opportunities, the competitive landscape, new and enhanced products, acquisitions, sales performance, increases in headcount and costlevels. In some instances, these changes have resulted in a temporary lack of focus and reduced productivity, which may occur again in connection with anyfuture changes to our organization and may negatively affect our results of operations. Similarly, any significant changes to the way we structurecompensation of our sales organization may be disruptive and may affect our ability to generate revenue.To manage our growth, we may need to improve our operational, financial and management systems and processes, which may require significant capitalexpenditures and allocation of valuable management and employee resources, as well as subject us to the risk of over-expanding our operating infrastructure.For example, it can be difficult to train thousands of sales employees across multiple offices according to the same business standards, practices and laws, andwe have been the subject of lawsuits alleging that we have failed to do so. For example, we are the subject of a putative class action lawsuit alleging that oursales force does not properly disclose that calls may be monitored or recorded for quality assurance. However, if we fail to scale our operations successfullyand increase productivity, the quality of our platform and efficiency of our operations could suffer, which could harm our brand, results of operations andbusiness.We make the consumer experience our highest priority. Our dedication to making decisions based primarily on the best interests of consumers may causeus to forgo short-term gains and advertising revenue.We base many of our decisions on the best interests of the consumers who use our platform. In the past, we have forgone, and we may in the future forgo,certain expansion or revenue opportunities that we do not believe are in the best interests of consumers, even if such decisions negatively impact our resultsof operations in the short term. For example, we phased out our brand advertising products in part because demand in the brand advertising market has shiftedtoward products disruptive to the consumer experience, such as video ads. Our approach of putting consumers first may negatively impact our relationshipwith existing or prospective advertisers. For example, unless we believe that a review violates our terms of service, such as reviews that contain hate speech orbigotry, we will allow the review to remain on our platform, even if the business disputes its accuracy. Certain advertisers may therefore perceive us as animpediment to their success as a result of negative reviews and ratings. This practice could result in a loss of advertisers, which in turn could harm our resultsof operations. However, we believe that this approach has been essential to our success in attracting users and increasing the frequency with which they useour platform. As a result, we believe this approach has served the long-term interests of our company and our stockholders and will continue to do so in thefuture.We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business couldbe harmed.We believe our success has depended, and continues to depend, on the efforts and talents of our employees, including our senior management team,software engineers, marketing professionals and advertising sales staff. All of our officers and other U.S. employees are at-will employees, which means theymay terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace.Any changes in our senior management team in particular may be disruptive to our business. For example, in 2016 we appointed a new Chief FinancialOfficer, and our long-time Chief Operating Officer stepped down from his position. If our senior management team, including our Chief Financial Officer orany other new hires that we may make, fails to work together effectively or execute our plans and strategies on a timely basis, our business could be harmed.Our future also depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Identifying, recruiting,training and integrating new hires will require significant time, expense and attention, and qualified individuals are in high demand; as a result, we may incursignificant costs to attract them before we can validate their productivity. Volatility in the price of our common stock may make it more difficult or costly inthe future to use equity compensation to motivate, incentivize and retain our employees. If we fail to manage our hiring needs effectively, our efficiency andability to meet our forecasts, as well as employee morale, productivity and retention, could suffer, and our business and operating results could be adverselyaffected.23Table of ContentsRisks Related to Our TechnologyOur business is dependent on the uninterrupted and proper operation of our technology and network infrastructure. Any significant disruption in ourservice could damage our reputation, result in a potential loss of users and engagement and adversely affect our results of operations.It is important to our success that users in all geographies be able to access our platform at all times. We have previously experienced, and may experiencein the future, service disruptions, outages and other performance problems. Such performance problems may be due to a variety of factors, includinginfrastructure changes, human or software errors and capacity constraints due to an overwhelming number of users accessing our platform simultaneously. Ourproducts and services are highly technical and complex, and may contain errors or vulnerabilities that could result in unanticipated downtime for ourplatform and harm to our reputation and business. Users may also use our products in unanticipated ways that may cause a disruption in service for other usersattempting to access our platform. We may encounter such difficulties more frequently as we acquire companies and incorporate their technologies into ourservice. It may also become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times, as ourproducts become more complex and our user traffic increases.In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If our platform isunavailable when users attempt to access it or it does not load as quickly as they expect, users may seek other services to obtain the information for whichthey are looking, and may not return to our platform as often in the future, or at all. This would negatively impact our ability to attract users and advertisersand increase the frequency with which they use our platform. We expect to continue to make significant investments to maintain and improve the availabilityof our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade oursystems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, ourbusiness and operating results may be harmed.Our systems are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, fires, floods, power losses,telecommunications failures, terrorist attacks and similar events. Our U.S. corporate offices and one of the facilities we lease to house our computer andtelecommunications equipment are located in the San Francisco Bay Area, a region known for seismic activity. In addition, acts of terrorism, which may betargeted at metropolitan areas that have higher population densities than rural areas, could cause disruptions in our or our advertisers’ businesses or theeconomy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the San FranciscoBay Area, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Our disaster recovery programcontemplates transitioning our platform and data to a backup center in the event of a catastrophe. Although this program is functional, if our primary datacenter shuts down, there will be a period of time that our services will remain shut down while the transition to the back-up data center takes place. Duringthis time, our platform may be unavailable in whole or in part to our users.If our security measures are compromised, or if our platform is subject to attacks that degrade or deny the ability of users to access our content, users maycurtail or stop use of our platform.Our platform involves the storage and transmission of user and business information, some of which may be private, and security breaches could exposeus to a risk of loss of this information, which could result in potential liability and litigation. Computer viruses, break-ins, malware, phishing attacks,attempts to overload servers with denial-of-service or other attacks and similar disruptions from unauthorized use of computer systems have become moreprevalent in our industry, have occurred on our systems in the past and are expected to occur periodically on our systems in the future. We may be aparticularly compelling target for such attacks as a result of our brand recognition. User and business owner accounts and listing pages could be hacked,hijacked, altered or otherwise claimed or controlled by unauthorized persons. For example, we enable businesses to create free online accounts and claim thebusiness listing pages for each of their business locations. Although we take steps to confirm that the person setting up the account is affiliated with thebusiness, our verification systems could fail to confirm that such person is an authorized representative of the business, or mistakenly allow an unauthorizedperson to claim the business’s listing page. In addition, we face risks associated with security breaches affecting our third-party partners and service providers.A security breach at any such third party could be perceived by consumers as a security breach of our systems and result in negative publicity, damage to ourreputation and expose us to other losses.24Table of ContentsAlthough none of the disruptions we have experienced to date have had a material effect on our business, any future disruptions could lead tointerruptions, delays or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidentialinformation. Even if we experience no significant shutdown or no critical data is lost, obtained or misused in connection with an attack, the occurrence ofsuch attack or the perception that we are vulnerable to such attacks may harm our reputation, our ability to retain existing users and our ability to attract newusers. Although we have developed systems and processes that are designed to protect our data and prevent data loss and other security breaches, thetechniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, often are not recognized until launchedagainst a target or long after, and may originate from less regulated and more remote areas around the world. As a result, these preventative measures may notbe adequate and we cannot assure you that they will provide absolute security.Any or all of these issues could negatively impact our ability to attract new users, deter current users from returning to our platform, cause existing orpotential advertisers to cancel their contracts or subject us to third-party lawsuits or other liabilities. For example, we work with a third-party vendor toprocess credit card payments by users and businesses, and are subject to payment card association operating rules. Compliance with applicable operatingrules will not necessarily prevent illegal or improper use of our payment systems, or the theft, loss or misuse of payment information, however. If our securitymeasures fail to prevent fraudulent credit card transactions and protect payment information adequately as a result of employee error, malfeasance orotherwise, or we fail to comply with the applicable operating rules, we could be liable to the users and businesses for their losses, as well as the vendor underour agreement with it, and be subject to fines and higher transaction fees. In addition, government authorities could also initiate legal or regulatory actionsagainst us in connection with such incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing usto modify our business practices.Some of our products contain open source software, which may pose particular risks to our proprietary software and solutions.We use open source software in our products and will use open source software in the future. From time to time, we may face claims from third partiesclaiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software (which could includeour proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and couldrequire us to purchase a costly license or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources. In addition to risks related to license requirements, use ofcertain open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not providewarranties or controls on the origin of the software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negativeeffect on our business and operating results.Failure to protect or enforce our intellectual property rights could harm our business and results of operations.We regard the protection of our trade secrets, copyrights, trademarks, patent rights and domain names as critical to our success. In particular, we mustmaintain, protect and enhance the “Yelp” brand. We pursue the registration of our domain names, trademarks and service marks in the United States and incertain jurisdictions abroad. While we are pursuing a number of patent applications, we currently have only limited patent protection for our core business,which may make it more difficult to assert certain of our intellectual property rights. We strive to protect our intellectual property rights by relying on federal,state and common law rights, as well as contractual restrictions. We typically enter into confidentiality and invention assignment agreements with ouremployees and contractors, as well as confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure anduse of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may notprevent the misappropriation or disclosure of our proprietary information or deter independent development of similar technologies by others.25Table of ContentsEffective trade secret, copyright, trademark, patent and domain name protection is expensive to develop and maintain, both in terms of initial andongoing registration requirements and expenses and the costs of defending our rights. Seeking protection for our intellectual property, including trademarksand domain names, is an expensive process and may not be successful, and we may not do so in every location in which we operate. Similarly, the process ofobtaining patent protection is expensive and time consuming, and we may not be able to prosecute all necessary or desirable patent applications at areasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as thelegal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are uncertain. Litigation maybecome necessary to enforce our patent or other intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rightsclaimed by others. For example, we may incur significant costs in enforcing our trademarks against those who attempt to imitate our “Yelp” brand. Anylitigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of whichcould adversely affect our business and operating results.We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names thatinfringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.We have registered domain names for the websites that we use in our business, such as Yelp.com. If we lose the ability to use a domain name, whether dueto trademark claims, failure to renew the applicable registration or any other cause, we may be forced to market our products under a new domain name, whichcould cause us substantial harm or cause us to incur significant expense in order to purchase rights to the domain name in question. In addition, ourcompetitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have beenregistered by others in the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on,are similar to or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names mayrequire litigation, which could result in substantial costs and diversion of management’s attention.Risks Related to Our Financial Statements and Tax MattersWe have incurred significant operating losses in the past, and we may not be able to generate sufficient revenue to maintain profitability. Our recentgrowth rate will likely not be sustainable, and a failure to maintain an adequate growth rate will adversely affect our business and results of operations.Since our inception, we have incurred significant operating losses and, as of December 31, 2016, we had an accumulated deficit of approximately $70.2million. Although our revenues have grown rapidly in the last several years, increasing from $12.1 million in 2008 to $713.1 million in 2016, our revenuegrowth rate has declined in recent periods as a result of a variety of factors, including the maturation of our business and the gradual decline in the number ofmajor geographic markets within the United States and Canada to which we have not already expanded. While our recently announced plans to focus oursales and marketing resources primarily on the United States and Canada may result in some cost savings, they also limit the markets from which we generaterevenue and our ability to expand internationally in the future. We expect that the more immediate loss of revenue will be immaterial, but we cannot predictthe impact of these plans on our long-term international prospects or the impact that a smaller international footprint may have on our brand and reputation.We incurred net losses in the year ended December 31, 2015 and in the first quarter of 2016. As a result, you should not rely on the revenue growth of anyprior quarterly or annual period, or the net income we realized in 2014, as an indication of our future performance. Historically, our costs have increased eachyear and we expect our costs to increase in future periods as we continue to expend substantial financial resources on:●sales and marketing;●our technology infrastructure;●product and feature development;●market development efforts;●strategic opportunities, including commercial relationships and acquisitions; and●general administration, including legal and accounting expenses related to being a public company.26Table of ContentsThese investments may not result in increased revenue or growth in our business. Our costs may also increase as we hire additional employees,particularly as a result of the significant competition that we face to attract and retain technical talent. Our expenses may grow faster than our revenue andmay be greater than we anticipate in a particular period or over time. If we are unable to maintain adequate revenue growth and to manage our expenses, wemay continue to incur significant losses in the future and may not be able to maintain profitability.We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we willnot be successful.We have a limited operating history in an evolving industry that may not develop as expected, if at all. As a result, our historical operating results maynot be indicative of our future operating results, making it difficult to assess our future prospects. You should consider our business and prospects in light ofthe risks and difficulties we may encounter in this rapidly evolving industry, which we may not be able to address successfully. These risks and difficultiesinclude our ability to, among other things:●increase the number of users of our website and mobile app and the number of reviews and other content on our platform;●attract and retain new advertising clients, many of which may have limited or no online advertising experience;●forecast revenue and adjusted EBITDA accurately, which is made more difficult by the large percentage of our revenue derived from performance-based advertising, as well as appropriately estimate and plan our expenses;●continue to earn and preserve a reputation for providing meaningful and reliable reviews of local businesses;●effectively monetize our mobile products as usage continues to migrate toward mobile devices;●successfully compete with existing and future providers of other forms of offline and online advertising;●successfully compete with other companies that are currently in, or may in the future enter, the business of providing information regarding localbusinesses;●successfully manage our growth;●successfully develop and deploy new features and products;●manage and integrate successfully any acquisitions of businesses, solutions or technologies, such as Nowait;●avoid interruptions or disruptions in our service or slower than expected load times;●develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment ofnew features and products;●hire, integrate and retain talented sales and other personnel;●effectively manage rapid growth in our sales force, other personnel and operations; and●effectively identify, engage and manage third-party partners and service providers.If the demand for information regarding local businesses does not develop as we expect, or if we fail to address the needs of this demand, our business willbe harmed. We may not be able to address successfully these risks and difficulties or others, including those described elsewhere in these risk factors. Failureto address these risks and difficulties adequately could harm our business and cause our operating results to suffer.We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our futureperformance.Our operating results could vary significantly from period to period as a result of a variety of factors, many of which may be outside of our control. Thisvolatility increases the difficulty in predicting our future performance and means comparing our operating results on a period-to-period basis may not bemeaningful. In addition to the other risk factors discussed in this section, factors that may contribute to the volatility of our operating results include:●changes in the products we offer, such as our phase out of brand advertising products;●changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition;27Table of Contents●changes in the markets in which we operate, such as the wind down of our international sales and marketing operations to focus on our core markets ofthe United States and Canada;●cyclicality and seasonality, which may become more pronounced as our growth rate slows;●the effects of changes in search engine placement and prominence;●the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, such as laws impacting Internet neutrality;●the success of our sales and marketing efforts;●costs associated with defending intellectual property infringement and other claims and related judgments or settlements;●interruptions in service and any related impact on our reputation;●changes in advertiser budgets or the market acceptance of online advertising solutions;●changes in consumer behavior with respect to local businesses;●changes in our tax rates or exposure to additional tax liabilities;●the impact of macroeconomic conditions, including the resulting effect on consumer spending at local businesses and the level of advertisingspending by local businesses; and●the effects of natural or man-made catastrophic events.Our reported financial results may be adversely affected by new accounting pronouncements or changes in existing accounting standards and practices.We prepare our financial statements in conformity with accounting principles generally accepted in the U.S., or GAAP. These accounting principles aresubject to interpretation or changes by the Financial Accounting Standards Board, or FASB, and the SEC. New accounting pronouncements and varyinginterpretations of accounting standards and practices have occurred in the past and are expected to occur in the future. New accounting pronouncements or achange in the interpretation of existing accounting standards or practices may have a significant effect on our reported financial results. In May 2014, FASBissued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers,” which will supersede existing revenue guidance under GAAP andwill be effective for us for annual reporting periods beginning after December 15, 2017, including interim periods within that period. The new guidancerequires companies to recognize revenue when they transfer promised goods or services to customers, in an amount that reflects the consideration that thecompany expects to be entitled to in exchange for such goods or services. We are still in the process of evaluating the impact of the new revenue standard.Refer to Note 2 of our consolidated financial statements for additional information on the new guidance and its potential impact on us.Because we recognize most of the revenue from our advertising products over the term of an agreement, a significant downturn in our business may not beimmediately reflected in our results of operations.We recognize revenue from sales of our advertising products over the terms of the applicable agreements, which are generally three, six or 12 months. As aresult, a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters. Consequently, adecline in new or renewed agreements in any one quarter may not significantly impact our revenue in that quarter but will negatively affect our revenue infuture quarters. In addition, we may be unable to adjust our fixed costs in response to reduced revenue. Accordingly, the effect of significant declines inadvertising sales may not be reflected in our short-term results of operations.28Table of ContentsIf our goodwill or intangible assets become impaired, we may be required to record a significant charge to our income statement.We have recorded a significant amount of goodwill related to our acquisitions to date, and a significant portion of the purchase price of any companieswe acquire in the future may be allocated to acquired goodwill and other intangible assets. Under GAAP, we review our intangible assets for impairment whenevents or changes in circumstances indicate the carrying value of our goodwill and other intangible assets may not be recoverable. Goodwill is required to betested for impairment at least annually. Factors that may be considered include declines in our stock price, market capitalization and future cash flowprojections. If our acquisitions do not yield expected returns, our stock price declines or any other adverse change in market conditions occurs, a change tothe estimation of fair value could result. Any such change could result in an impairment charge to our goodwill and intangible assets, particularly if suchchange impacts any of our critical assumptions or estimates, and may have a negative impact on our financial position and operating results.We may require additional capital to support business growth, and such capital might not be available on acceptable terms, if at all.We intend to continue to invest in our business and may require or otherwise seek additional funds to respond to business challenges, including the needto develop new features and products, enhance our existing services, improve our operating infrastructure and acquire complementary businesses andtechnologies. As a result, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuancesof equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights,preferences and privileges superior to those of our common stock. Any future debt financing we secure could involve restrictive covenants relating to ourcapital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursuebusiness opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unableto obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond tobusiness challenges could be significantly impaired, and our business may be harmed.We may have exposure to greater than anticipated tax liabilities.Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which wedevelop, value and use our intellectual property and the valuations of our intercompany transactions. For example, our corporate structure includes legalentities located in jurisdictions with income tax rates lower than the U.S. statutory tax rate. Our intercompany arrangements allocate income to such entitiesin accordance with arm’s length principles and commensurate with functions performed, risks assumed and ownership of valuable corporate assets. Webelieve that income taxed in certain foreign jurisdictions at a lower rate relative to the U.S. statutory rate will have a beneficial impact on our worldwideeffective tax rate.However, significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course ofbusiness, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could beadversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries wherewe have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations,principles and interpretations.In addition, the application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject tointerpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. Thetaxing authorities of jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements,including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which couldincrease our worldwide effective tax rate and harm our financial position and results of operations. As we operate in numerous taxing jurisdictions, theapplication of tax laws can also be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is notuncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which thearm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.29Table of ContentsChanges in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial position and results of operations.Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Our existing corporatestructure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the taxbenefits that we intend to eventually derive could be undermined due to changing tax laws. In particular, the current U.S. administration and key members ofCongress have made public statements indicating that tax reform is a priority, resulting in uncertainty not only with respect to the future corporate tax rate,but also the U.S. tax consequences of income derived from income related to intellectual property earned overseas in low tax jurisdictions. Certain changes toU.S. tax laws, including limitations on the ability to defer U.S. taxation on earnings outside of the United States until those earnings are repatriated to theUnited States, as well as changes to U.S. tax laws that may be enacted in the future, could affect the tax treatment of our foreign earnings.In addition, the taxing authorities in the United States and other jurisdictions where we do business regularly examine our income and other tax returns.The ultimate outcome of these examinations cannot be predicted with certainty. Should the IRS or other taxing authorities assess additional taxes as a resultof examinations, we may be required to record charges to our operations, which could harm our business, operating results and financial condition.Our business and results of operations may be harmed if we are deemed responsible for the collection and remittance of state sales taxes for Eat24’srestaurants.If we are deemed an agent for the restaurants in our Eat24 network under state tax law, we may be deemed responsible for collecting and remitting salestaxes directly to certain states. It is possible that one or more states could seek to impose sales, use or other tax collection obligations on us with regard tosuch food sales. These taxes may be applicable to past sales. A successful assertion that we should be collecting additional sales, use or other taxes orremitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses, which would harm ourbusiness and results of operations. In addition, we rely on the restaurants in our Eat24 network to provide us with the correct sales tax rates for eachindividual order. If such information proves incorrect, we may be liable for the under or over collection of sales tax from Eat24 customers.We rely on data from both internal tools and third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metricsmay harm our reputation and negatively affect our business.We track certain performance metrics — including the number of unique devices accessing our mobile app in a given period, page views and calls andclicks for directions and map views — with internal tools, which are not independently verified by any third party. Our internal tools have a number oflimitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including keymetrics that we report. For example, our metrics may be affected by mobile applications that automatically contact our servers for regular updates with nodiscernible user action involved; this activity can cause our system to count the device associated with the app as an app unique device in a given period. Ifthe internal tools we use to track these metrics over- or under-count performance or contain algorithm or other technical errors, the data we report may not beaccurate. In addition, limitations or errors with respect to how we measure data may affect our understanding of certain details of our business, which couldaffect our longer-term strategies.In addition, certain of our key metrics — the number of our desktop unique visitors and mobile website unique visitors — are calculated relying on datafrom third parties. While these numbers are based on what we believe to be reasonable calculations for the applicable periods of measurement, our third-partyproviders periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and softwareerrors. We expect these challenges to continue to occur, and potentially to increase as our traffic grows.30Table of ContentsThere are also inherent challenges in measuring usage across our large user base. For example, because these metrics are based on users with uniquecookies, an individual who accesses our website from multiple devices with different cookies may be counted as multiple unique visitors, and multipleindividuals who access our website from a shared device with a single cookie may be counted as a single unique visitor. In addition, although we usetechnology designed to block low-quality traffic, such as robots, spiders and other software, we may not be able to prevent all such traffic, and suchtechnology may have the effect of blocking some valid traffic. For these and other reasons, the calculations of our desktop unique visitors and mobile websiteunique visitors may not accurately reflect the number of people actually using our platform.Our measures of traffic and other key metrics may differ from estimates published by third parties (other than those whose data we use to calculate our keymetrics) or from similar metrics of our competitors. We are continually seeking to improve our ability to measure these key metrics, and regularly review ourprocesses to assess potential improvements to their accuracy. However, if our users, advertisers, partners and stockholders do not perceive our metrics to beaccurate representations, or if we discover material inaccuracies in our metrics, our reputation may be harmed.Risks Related to Regulatory Compliance and Legal MattersWe are, and may be in the future, subject to disputes and assertions by third parties that we violate their rights. These disputes may be costly to defend andcould harm our business and operating results.We currently face, and we expect to face from time to time in the future, allegations that we have violated the rights of third parties, including patent,trademark, copyright and other intellectual property rights, and the rights of current and former employees, users and business owners. For example, variousbusinesses have sued us alleging that we manipulate Yelp reviews in order to coerce them and other businesses to pay for Yelp advertising. The nature of ourbusiness also exposes us to claims relating to the information posted on our platform, including claims for defamation, libel, negligence and copyright ortrademark infringement, among others. Businesses have in the past claimed, and may in the future claim, that we are responsible for the defamatory reviewsposted by our users. We expect claims like these to continue, and potentially increase in proportion to the amount of content on our platform. In someinstances, we may elect or be compelled to remove the content that is the subject of such claims, or may be forced to pay substantial damages if we areunsuccessful in our efforts to defend against these claims. If we elect or are compelled to remove content from our platform, our products and services maybecome less useful to consumers and our traffic may decline, which would have a negative impact on our business.We are also regularly exposed to claims based on allegations of infringement or other violations of intellectual property rights. Companies in the Internet,technology and media industries own large numbers of patent and other intellectual property rights, and frequently enter into litigation. Various “non-practicing entities” that own patents and other intellectual property rights also often aggressively attempt to assert their rights in order to extract value fromtechnology companies. From time to time, we receive notice letters from patent holders alleging that certain of our products and services infringe their patentrights, and we are presently involved in numerous patent lawsuits, including lawsuits involving plaintiffs targeting multiple defendants in the same or similarsuits. While we are pursuing a number of patent applications, we currently have only one issued patent, and the contractual restrictions and trade secrets thatprotect our proprietary technology provide only limited safeguards against infringement. This may make it more difficult to defend certain of our intellectualproperty rights, particularly related to our core business.We expect other claims to be made against us in the future, and as we face increasing competition and gain an increasingly high profile, we expect thenumber of claims against us to accelerate. The results of litigation and claims to which we may be subject cannot be predicted with any certainty. Even if theclaims are without merit, the costs associated with defending against them may be substantial in terms of time, money and management distraction. Inparticular, patent and other intellectual property litigation may be protracted and expensive, and the results may require us to stop offering certain features,purchase licenses or modify our products and features while we develop non-infringing substitutes, or otherwise involve significant settlement costs. Thedevelopment of alternative non-infringing technology or practices could require significant effort and expense or may not be feasible. Even if claims do notresult in litigation or are resolved in our favor without significant cash settlements, such matters, and the time and resources necessary to resolve them, couldharm our business, results of operations and reputation.31Table of ContentsOur business is subject to complex and evolving U.S. and foreign regulations and other legal obligations related to privacy, data protection and othermatters. Our actual or perceived failure to comply with such regulations and obligations could harm our business.We are subject to a variety of laws in the United States and abroad that involve matters central to our business, including laws regarding privacy, dataretention, distribution of user-generated content and consumer protection, among others. For example, because we receive, store and process personalinformation and other user data, including credit card information, we are subject to numerous federal, state and local laws around the world regardingprivacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data. We are also subject to a variety oflaws, regulations and guidelines that regulate the way we distinguish paid search results and other types of advertising from unpaid search results. The application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which weoperate. For example, we rely on laws limiting the liability of providers of online services for activities of their users and other third parties. These laws arecurrently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademarkinfringement and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users. It is difficult topredict how existing laws will be applied to our business, and if our business grows and evolves and our solutions are used in a greater number of countries,we will also become subject to laws and regulations in additional jurisdictions, which may be inconsistent with the laws of the jurisdictions to which we arecurrently subject. For example, the risk related to liability for third-party actions may be greater in certain jurisdictions outside the United States where ourprotection from such liability may be unclear.It is also possible that the interpretation and application of various laws and regulations may conflict with other rules or our practices, such as industrystandards to which we adhere, our privacy policies and our privacy-related obligations to third parties (including, in certain instances, voluntary third-partycertification bodies). Similarly, our business could be adversely affected if new legislation or regulations are adopted that require us to change our currentpractices or the design of our platform, products or features. For example, regulatory frameworks for privacy issues are currently in flux worldwide, and arelikely to remain so for the foreseeable future due to increased public scrutiny of the practices of companies offering online services with respect to personalinformation of their users. The U.S. government, including the White House, the Federal Trade Commission, the Department of Commerce and many stategovernments are reviewing the need for greater regulation of the collection, processing, storage and use of information about consumer behavior on theInternet, including regulation aimed at restricting certain targeted advertising practices. The European Commission recently approved a new safe harborprogram, the E.U.-U.S. Privacy Shield, covering the transfer of personal data from the European Union to the United States, and a new general data protectionregulation is expected to take effect in the European Union by 2018, each of which may be subject to varying interpretations and evolving practices, whichwould create uncertainty for us and possibly result in significantly greater compliance burdens for companies such as us with users and operations in Europe.Changes like these could increase our administrative costs and make it more difficult for consumers to use our platform, resulting in less traffic and revenue.Such changes could also make it more difficult for us to provide effective advertising tools to businesses on our platform, resulting in fewer advertisers andless revenue.We believe that our policies and practices comply with applicable laws and regulations. However, if our belief proves incorrect, if these guidelines, lawsor regulations or their interpretations change or new legislation or regulations are enacted, or if the third parties with whom we share user information fail tocomply with such guidelines, laws, regulations or their contractual obligations to us, we may be forced to implement new measures to reduce our legalexposure. This may require us to expend substantial resources, delay development of new products or discontinue certain products or features, which wouldnegatively impact our business. For example, if we fail to comply with our privacy-related obligations to users or third parties, or any compromise of securitythat results in the unauthorized release or transfer of personally identifiable information or other user data, we may be compelled to provide additionaldisclosures to our users, obtain additional consents from our users before collecting or using their information or implement new safeguards to help our usersmanage our use of their information, among other changes. We may also face litigation, governmental enforcement actions or negative publicity, whichcould cause our users and advertisers to lose trust in us and have an adverse effect on our business. For example, from time to time we receive inquiries fromgovernment agencies regarding our business practices. Although the internal resources expended and expenses incurred in connection with such inquiriesand their resolutions have not been material to date, any resulting negative publicity could adversely affect our reputation and brand. Responding to andresolving any future litigation, investigations, settlements or other regulatory actions may require significant time and resources, and could diminishconfidence in and the use of our products.32Table of ContentsDomestic and certain foreign laws may be interpreted and enforced in ways that impose new obligations on us with respect to Yelp Deals, which may harmour business and results of operations.Our Yelp Deals products may be deemed gift certificates, store gift cards, general-use prepaid cards or other vouchers, or “gift cards,” subject to, amongother laws, the federal Credit Card Accountability Responsibility and Disclosure Act of 2009 (the “Credit CARD Act”) and similar state and foreign laws.Many of these laws include specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees.Various companies that provide deal products similar to ours have been subject to allegations that their deal products are subject to and violate the CreditCARD Act and various state laws governing gift cards. Lawsuits have also been filed in other locations in which we sell or plan to sell our Yelp Deals, such asthe Canadian province of Ontario, alleging similar violations of provincial legislation governing gift cards.The application of various other laws and regulations to our products, and particularly our Yelp Deals and Gift Certificates, is uncertain. These includelaws and regulations pertaining to unclaimed and abandoned property, partial redemption, refunds, revenue-sharing restrictions on certain trade groups andprofessions, sales and other local taxes and the sale of alcoholic beverages. In addition, we may become, or be determined to be, subject to federal, state orforeign laws regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USAPATRIOT Act and other similar future laws or regulations.If we become subject to claims or are required to alter our business practices as a result of current or future laws and regulations, our revenue coulddecrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actionsrelated to such additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm our business.The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualifiedboard members.As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listingrequirements of the New York Stock Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations hasincreased, and will likely continue to increase, our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, andplace significant strain on our personnel, systems and resources. In addition, changing laws, regulations and standards relating to corporate governance andpublic disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more timeconsuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, theirapplication in practice may evolve over time. This could result in continuing uncertainty regarding compliance matters, higher administrative expenses and adiversion of management’s time and attention. Further, if our compliance efforts differ from the activities intended by regulatory or governing bodies due toambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a public companythat is subject to these rules and regulations also makes it more expensive for us to obtain and retain director and officer liability insurance, and we may inthe future be required to accept reduced coverage or incur substantially higher costs to obtain or retain adequate coverage. These factors could also make itmore difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.Risks Related to Ownership of Our Common StockOur share price has been and will likely continue to be volatile.The trading price of our common stock has been, and is likely to continue to be, highly volatile and could be subject to wide fluctuations in response tovarious factors, some of which are beyond our control. During 2016, our common stock’s daily closing price ranged from $15.23 to $42.16, and was $33.47on February 23, 2017. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report, factors that may cause volatilityin our share price include:●actual or anticipated fluctuations in our financial condition and operating results;●changes in projected operating and financial results;●actual or anticipated changes in our growth rate relative to our competitors;33Table of Contents●announcements of changes in strategy, such as the announcement of our plan to wind down our international sales and marketing operations to focuson our core U.S. and Canadian markets;●announcements of technological innovations or new offerings by us or our competitors;●announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;●additions or departures of key personnel;●actions of securities analysts who cover our company, such as publishing research or forecasts about our business (and our performance against suchforecasts), changing the rating of our common stock or ceasing coverage of our company;●investor sentiment with respect to our competitors, business partners and industry in general;●reporting on our business by the financial media, including television, radio and press reports and blogs;●fluctuations in the value of companies perceived by investors to be comparable to us;●changes in the way we measure our key metrics;●sales of our common stock;●changes in laws or regulations applicable to our solutions;●share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and●general economic and market conditions such as recessions or interest rate changes.Furthermore, the stock markets have recently experienced extreme price and volume fluctuations that have affected and continue to affect the marketprices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of thosecompanies. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Forexample, in August 2014, we and certain of our officers were sued in two similar putative class action lawsuits alleging violations of the federal securitieslaws for allegedly making materially false and misleading statements. We may be the target of additional litigation of this type in the future as well.Securities litigation against us could result in substantial costs and divert our management’s time and attention from other business concerns, which couldharm our business.We do not intend to pay dividends for the foreseeable future, and as a result, our stockholders’ ability to achieve a return on their investment will dependon appreciation in the price of our common stock.We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. Weanticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination topay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after priceappreciation, which may never occur, as the only way to realize future gains on their investments.Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our Company more difficult, limit attempts byour stockholders to replace or remove our current management and limit the market price of our common stock.Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change in control or changes in ourmanagement. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:●authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;●require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;●specify that special meetings of our stockholders can be called only by our board of directors, the Chair of our board of directors or our ChiefExecutive Officer;●establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of personsfor election to our board of directors;●establish that our board of directors is divided into three classes, with directors in each class serving three-year staggered terms;34Table of Contents●prohibit cumulative voting in the election of directors;●provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and●require the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws andcertain provisions of our certificate of incorporation.These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult forstockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we areincorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delawarecorporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the dateon which the stockholder became an “interested” stockholder.Future sales of our common stock in the public market could cause our share price to decline.Sales of a substantial number of shares of our common stock in the public market, particularly sales by our directors, officers, employees and significantstockholders, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capitalthrough the sale of additional equity securities. As of December 31, 2016, we had 79,429,833 shares of common stock outstanding.Item 1B. Unresolved Staff Comments.None.Item 2. Properties.Our principal executive offices in North America are currently located at 140 New Montgomery Street, San Francisco, California, where we lease officespace pursuant to a lease agreement that expires in 2021. We lease additional office space in Palo Alto, California; San Francisco, California; Scottsdale,Arizona; Chicago, Illinois; New York, New York; and internationally in Dublin, Ireland; London, England; and Hamburg, Germany. We believe that ourproperties are generally suitable to meet our needs for the foreseeable future. In addition, to the extent we require additional space in the future, we believethat it would be available on commercially reasonable terms.Item 3. Legal Proceedings.In August 2014, two putative class action lawsuits alleging violations of federal securities laws were filed in the U.S. District Court for the NorthernDistrict of California, naming as defendants us and certain of our officers. The lawsuits allege violations of the Exchange Act by us and our officers forallegedly making materially false and misleading statements regarding our business and operations between October 29, 2013 and April 3, 2014. These caseswere subsequently consolidated and, in January 2015, the plaintiffs filed a consolidated complaint seeking unspecified monetary damages and other relief.Following the court’s dismissal of the consolidated complaint on April 21, 2015, the plaintiffs filed a first amended complaint on May 21, 2015. OnNovember 24, 2015, the court dismissed the first amended complaint with prejudice, and entered judgment in our favor on December 28, 2015. The plaintiffshave appealed this judgment to the U.S. Court of Appeals for the Ninth Circuit.On April 23, 2015, a putative class action lawsuit was filed by former Eat24 employees in the Superior Court of California for San Francisco County,naming as defendants us and Eat24. The lawsuit asserts that we failed to permit meal and rest periods for certain current and former employees working asEat24 customer support specialists, and alleges violations of the California Labor Code, applicable Industrial Welfare Commission Wage Orders and theCalifornia Business and Professions Code. The plaintiffs seek monetary damages in an unspecified amount and injunctive relief. On May 29, 2015, plaintiffsfiled a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. In January 2016, we reached apreliminary agreement to settle this matter, which the court preliminarily approved on June 27, 2016. The settlement received final court approval onDecember 5, 2016 and the $550 thousand settlement amount was paid on February 10, 2017.35Table of ContentsOn June 24, 2015, a former Eat24 sales employee filed a lawsuit, on behalf of herself and a putative class of current and former Eat24 sales employees,against Eat24 in the Superior Court of California for San Francisco County. The lawsuit alleges that Eat24 failed to pay required wages, including overtimewages, allow meal and rest periods and maintain proper records, and asserts causes of action under the California Labor Code, applicable Industrial WelfareCommission Wage Orders and the California Business and Professions Code. The plaintiff seeks monetary damages and penalties in unspecified amounts, aswell as injunctive relief. On August 3, 2015, the plaintiff filed a first amended complaint asserting an additional cause of action for penalties under thePrivate Attorneys General Act. In January 2016, we reached a preliminary agreement to settle this matter for payments in the aggregate amount of up toapproximately $0.2 million, which the court preliminarily approved on August 29, 2016. The settlement received final court approval on February 1, 2017.In addition, we are subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot bepredicted with certainty, we currently do not believe that the final outcome of any of these matters will have a material adverse effect on our business,financial position, results of operations or cash flows.Item 4. Mine Safety Disclosures.Not applicable.36Table of ContentsPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Market InformationOur common stock, par value $0.000001 per share, is listed on the New York Stock Exchange LLC, or NYSE, under the symbol “YELP.” We previouslyhad two classes of common stock outstanding — Class A common stock and Class B common stock — which converted into a single class of common stockon September 22, 2016. Prior to such date, our Class A common stock, par value $0.000001 per share, was listed on the NYSE under the same symbol as ourcommon stock. There was no public trading market for our Class B common stock, par value $0.000001 per share.The following table sets forth on a per-share basis the high and low intraday sales prices of (i) our Class A common stock through September 22, 2016 and(ii) our common stock thereafter, in each case as reported by the NYSE for the periods presented:20162015 High Low High LowFirst Quarter$ 28.55$ 14.53$ 57.70$ 42.10Second Quarter$30.54$19.21$52.51$37.91Third Quarter$41.94$28.68$43.49$20.50Fourth Quarter$43.36$32.00$32.47$20.60On February 23, 2017, the last reported sale price of our common stock was $33.47.StockholdersAs of the close of business on February 23, 2017, there were 51 stockholders of record of our common stock. The actual number of holders of our commonstock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokersor other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.Dividend PolicyWe have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our capital stock. Any future determination as to thedeclaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including ourfinancial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors that our board of directors may deemrelevant.Performance GraphWe have presented below the cumulative total return to our stockholders during the period from March 2, 2012 (the date our common stock commencedtrading on the NYSE) through December 31, 2016 in comparison to the NYSE Composite Index and NYSE Arca Tech 100 Index. All values assume a $100initial investment and data for the NYSE Composite Index and NYSE Arca Tech 100 Index assume reinvestment of dividends. The comparisons are based onhistorical data and are not indicative of, nor intended to forecast, the future performance of our common stock.37Table of ContentsPeriodIndex 3/2/2012 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016Yelp Inc.100 126460365192254NYSE Composite Index100106128134125136NYSE Arca Tech 100 Index100104139159156173The information under “Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or tothe liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference in any filing of Yelp under the Securities Act or the ExchangeAct, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings.Issuer Purchases of Equity SecuritiesNo shares of our common stock were repurchased during the three months ended December 31, 2016.Item 6. Selected Consolidated Financial and Other Data.The following selected consolidated financial and other data should be read in conjunction with, and are qualified by reference to, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements and the accompanying notesincluded elsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2016, 2015 and 2014 and theconsolidated balance sheet data as of December 31, 2016 and 2015 are derived from the audited consolidated financial statements that are includedelsewhere in this Annual Report. The consolidated statements of operations data for the years ended December 31, 2013 and 2012, as well as the consolidatedbalance sheet data as of December 31, 2014, 2013 and 2012, are derived from audited consolidated financial statements that are not included in this AnnualReport. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentationof the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in any period in thefuture. 38Table of ContentsConsolidated Statements of Operations Data:Year Ended December 31, 2016 2015 2014 2013 2012(in thousands, except per share amounts)Net revenue$ 713,069$ 549,711$ 377,536$ 232,988$ 137,567Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below)(1)60,36351,01524,38216,5619,928 Sales and marketing(1)382,854301,764201,050131,97085,915 Product development(1)138,549107,78665,18138,24320,473 General and administrative(1) 97,48180,86658,27442,90731,531 Depreciation and amortization(1)35,34629,60417,59011,4557,223 Restructuring and integration(1)3,455-—6751,262Total costs and expenses718,048571,035366,477241,811156,332Income (Loss) from operations(4,979)(21,324)11,059(8,823)(18,765)Other income (expense), net1,694386221(407)(226)Income (Loss) before income taxes(3,285)(20,938)11,280(9,230)(18,991)Benefit from (Provision for) income taxes(1,385)(11,962)25,193(838)(122)Net income (loss)(4,670)(32,900)36,473(10,068)(19,113)Accretion of redeemable convertible preferred stock----(32)Net income (loss) attributable to common stockholders (Class A and B)$(4,670)$(32,900)$36,473$(10,068)$ (19,145) Net income (loss) per share attributable to common stockholders (Class A and B): Basic$(0.06)$(0.44)$0.51$(0.15)$ (0.35) Diluted$(0.06)$(0.44)$0.48$(0.15)$ (0.35)Weighted-average shares used to compute net income (loss) per share attributableto common stockholders (Class A and B): Basic77,18674,68371,93665,66554,149 Diluted77,18674,68376,71265,66554,149(1) Stock-based compensation expense included in the statements of operations data above was as follows:Year Ended December 31, 2016 2015 2014 2013 2012(in thousands)Cost of revenue$ 2,446$ 1,117$ 729$ 421$ 122Sales and marketing27,09821,96215,08310,1314,917Product development36,32323,431 14,8046,2701,705General and administrative20,39414,33211,6579,3008,134Restructuring and integration---555-Total stock-based compensation$86,261$60,842$42,273$26,677$14,87839 Table of ContentsConsolidated Balance Sheet Data:As of December 31, 2016 2015 2014 2013 2012(dollars in thousands)Cash and cash equivalents$ 272,201$ 171,613$ 247,312$ 389,764$95,124Property, equipment and software, net92,44080,46762,76130,66614,799Working capital(1)500,780393,505386,785391,84491,218Total assets885,206755,427629,650515,977187,696Total stockholders’ equity807,186693,620588,150486,483 165,662(1) Working capital comprises of total current assets less total current liabilitiesOther Financial and Operational Data:Year Ended December 31, 2016 2015 2014 2013 2012(in thousands)Reviews(1)121,02295,21071,23252,75735,959Desktop Unique Visitors(2)73,46674,60777,62877,71362,336Mobile Web Unique Visitors(3)65,35165,86057,77042,29223,972App Unique Devices(4)24,07320,00614,54110,6139,178Claimed Local Business Locations(5)3,3632,6482,0291,488994Advertising and Subscription Accounts(6)138111845431Adjusted EBITDA(7)$ 120,083$ 69,122$ 70,922$ 29,429$ 4,598(1) Represents the cumulative number of reviews submitted to Yelp since inception, as of the period end, including reviews that were not recommended orthat had been removed from our platform. We define a review as each individually written assessment submitted by a user who has registered bycreating a public profile on our platform. For more information, including information regarding reviews that are not recommended and removedreviews, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Reviews.”(2)Represents the average number of desktop unique visitors for the last three months of the period, calculated as the number of “users,” as measured byGoogle Analytics, who visited our non-mobile optimized website at least once in a given month, averaged over the three-month period. For moreinformation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Traffic.”(3)Represents the average number of mobile website unique visitors for the last three months of the period, calculated as the number of “users,” asmeasured by Google Analytics, who visited our mobile-optimized website at least once in a given month, averaged over the three-month period. Formore information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Traffic.”(4)Represents the average number of unique mobile devices using our mobile app for the last three months of the period, calculated as the number ofunique mobile devices that used our mobile app in a given month, averaged over the three month period. For more information, see “Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Traffic.”(5)Represents the cumulative number of business locations that had been claimed on Yelp worldwide since 2008, as of the period end. We define aclaimed local business location as each business address for which a business representative has visited our website and claimed the free business listingpage for the business located at that address. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results ofOperations—Key Metrics—Claimed Local Business Locations.”(6)Represents the number of business accounts from which we recognized advertising and subscription revenue during the last three months of the period.For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Advertising andSubscription Accounts.”40Table of Contents(7) Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision (benefit) for income taxes,other income (expense), net, depreciation and amortization, stock-based compensation expense, and restructuring and integration costs. We believe thatadjusted EBITDA provides useful information to investors for understanding and evaluating our operating results in the same manner as ourmanagement and our board of directors. This non-GAAP information is not necessarily comparable to non-GAAP information of other companies, andshould not be viewed as a substitute for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of our profitability. Users ofthis financial information should consider the types of events and transactions for which adjustments have been made. For more information aboutadjusted EBITDA, as well as a reconciliation of this non-GAAP financial measure to net income (loss), see “Management’s Discussion and Analysis ofFinancial Condition and Results of Operation—Non-GAAP Financial Measures—Adjusted EBITDA.”Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financialstatements and related notes appearing elsewhere in this Annual Report. This discussion contains forward-looking statements that reflect our plans,estimates and beliefs, and involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipatedin these forward-looking statements as a result of several factors, including those discussed in the section titled “Risk Factors” included under Part I, Item1A and elsewhere in this Annual Report. See “Special Note Regarding Forward-Looking Statements” in this Annual Report.OverviewYelp connects people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engageand transact. Our platform provides value to consumers and businesses alike by connecting consumers with great local businesses at the critical momentwhen they are deciding where to spend their money. Each day, millions of consumers use our platform to find and interact with local businesses, which inturn use our free and paid services to help them engage with consumers. The Yelp Platform, which allows consumers and businesses to transact directly onYelp, provides consumers with a continuous experience from discovery to completion of transactions and local businesses with an additional point ofconsumer engagement.We derive substantially all of our revenue from the sale of advertising products. In the year ended December 31, 2016, our net revenue was $713.1million, which represented an increase of 30% from the year ended December 31, 2015, and we recorded a net loss of $4.7 million and adjusted EBITDA of$120.1 million. In the year ended December 31, 2015, our net revenue was $549.7 million, which represented an increase of 46% from the year endedDecember 31, 2014, and we recorded a net loss of $32.9 million and adjusted EBITDA of $69.1 million.Our success is primarily the result of significant investment in our communities, employees, content, brand and technology. We believe that continuedinvestment in our business provides our largest opportunity for future growth and plan to continue to invest for long-term growth in our key strategies:●Network Effect. We plan to invest in marketing and product development aimed at both attracting more, and increasing the engagement of, consumersas we look to leverage our brand and benefit from network dynamics in Yelp communities. In addition to continuing our efforts to raise brandawareness, we plan to allocate a greater proportion of our advertising budget to performance advertising, with the objective of growing ourcommunities, among other goals. We also plan to continue to invest in our mobile platform, where we find our most engaged users, and in ourtransaction capabilities, which we believe will driver further consumer engagement. Together with our continued focus on making our content widelyavailable and developing innovative features, while maintaining a great user experience, we believe these investments will attract new consumers aswell as increase the number of visits and searches per user.41Table of Contents●Enhance Monetization. Our core strength is our advertising business in the United States and Canada. In the fourth quarter of 2016, we carried out asignificant reduction in our sales and marketing activities outside the United States and Canada, where we believe the long-term return on continuedinvestment to be lower than alternative opportunities for the business within our core markets. We plan to continue to invest in initiatives to enhanceour opportunities in the United States and Canada, including aggressively growing our sales force in order to reach more businesses; however, we willalso broaden our sales strategy by developing new and evolving sales channels, such as self-serve advertising and partnerships with marketingagencies and resellers, and deepening our relationships with existing customers. In addition, we will continue the expansion of the Yelp Platform todrive transaction volume, new business owner products and comprehensive tools to measure the effectiveness of our products, as well as our localbusiness outreach.We expect to continue to invest in capital expenditures in 2017 to support the growth of our business, primarily to increase our office space, upgrade ourtechnology and infrastructure to improve the ability of our platform to handle the projected increase in usage, and enable the release of new features andsolutions. As a result of this investment philosophy, we expect that our operating expenses will continue to increase for the foreseeable future.Factors Affecting Our PerformanceTraffic and User Engagement. Changes in consumer traffic, as well as the quality and quantity of contributed content, has affected and will continue toaffect our revenue and financial performance. Traffic to our platform determines the number of ads we are able to show, affects the value of those ads tobusinesses and influences the content creation that drives further traffic; as a result, our ability to grow our business depends on our ability to increase trafficon our platform. Because we rely on Internet search engines to drive traffic to our platform, a significant portion of our traffic can be affected by a number offactors, many of which are not in our direct control. Changes in a search engine’s ranking algorithms, methodologies or design layouts may result in links toour website not being prominent enough to drive traffic to our website and mobile app.For example, Google has previously made changes to its algorithms and methodologies that may be contributing to the slowing of our traffic growth rate,particularly in our international markets where we have less content and more competitors. We believe this headwind on our ability to achieve prominentdisplay of our content in international unpaid search results disrupted the network effect we expected in our international markets based on what weexperienced domestically, whereby increases in content led to increases in traffic. This was a contributing factor to our decision to wind down ourinternational sales and marketing operations. Google also announced that, beginning in the fourth quarter of 2015, the rankings of sites showing certaintypes of app install interstitials could be penalized on its mobile search results pages. While we believe the type of interstitial we currently use will not bepenalized, the parameters of Google’s policy may change from time to time, be poorly defined and be inconsistently interpreted. For example, in January2017, Google broadened the categories of interstitials that may be penalized. As a result, Google may unexpectedly penalize our app install interstitials,which may cause links to our mobile website to be featured less prominently in Google’s mobile search results page, and traffic to both our mobile websiteand mobile app may be harmed as a result. We cannot predict the long-term impact of these changes.We also anticipate that our traffic growth will continue to slow over time, and potentially decrease in certain periods, as our business matures and weachieve higher penetration rates. As our traffic growth rate slows, our success will become increasingly dependent on our ability to increase levels of userengagement on our platform. This dependence may increase as the portion of our revenue derived from performance-based advertising increases. If userengagement decreases, our advertisers may stop or reduce the amount of advertising on our platform and our results of operations would be harmed. Inaddition, we also expect the cyclicality and seasonality in our business to become more pronounced as our growth rate slows, including weaker traffic in thefourth quarter of the year.42Table of ContentsIncreasing Mobile Usage. The number of people who access information about local businesses through mobile devices has increased dramatically overthe past few years and is expected to continue to increase. Although many consumers access our platform both on their mobile devices and through personalcomputers, we have seen substantial growth in mobile usage. We anticipate that growth in use of our mobile platform will be the driver of our growth for theforeseeable future and that usage through personal computers will continue to decline worldwide. While we currently deliver advertising on our mobileplatform, the mobile market remains a new and evolving market with which we have limited experience. Our continued success depends on, among otherthings, our efforts to innovate and introduce enhanced mobile products and features. If our efforts to develop compelling mobile advertising products are notsuccessful, advertisers may stop or reduce their advertising with us. At the same time, we must balance advertiser demands against our commitment toprioritizing the quality of user experience over short-term monetization. If we are not able to balance these competing considerations successfully, we maynot be able to generate meaningful revenue from our mobile products despite the expected growth in mobile usage, which would adversely impact ourfinancial performance.Ability to Attract and Retain Advertisers. Our revenue growth is driven by our ability to attract and retain local business that purchase our advertisingproducts. Our largest sales and marketing expenses consist of the costs associated with acquiring advertisers. We spent a majority of our sales and marketingexpense for 2016 on initiatives related to advertiser acquisition and expect to continue to expend significant amounts to attract additional advertisers. At thesame time, our advertising agreements increasingly provide for performance-based cost-per-click payment terms, which may make it more difficult to forecastadvertising revenue accurately. In addition, our advertisers typically do not have long-term obligations to purchase our products, and their decisions to renewdepend on the degree of satisfaction with our products as well as a number of factors that are outside of our control, including their ability to continue theiroperations and spending levels. The small and medium-sized businesses on which we heavily rely often have limited advertising budgets and may bedisproportionately affected by economic downturns. As a result, a worsening economic outlook would likely cause businesses to decrease investments inadvertising, which could adversely affect our revenue.Investment in Growth. We have invested aggressively in the growth of our platform and intend to continue to invest to support this growth as we expandthe Yelp Platform, grow our communities and local business base, hire additional employees and further develop our technology. We also plan to invest inproduct development as we continue to innovate and introduce new advertising and e-commerce products, explore new platforms and distribution channelsand develop partner arrangements that provide incremental value to our advertisers and business partners to encourage them to increase their advertisingbudgets allocated to our platform. We expect that these investments will increase our operating expenses, and that any increase in revenue resulting fromproduct innovations will likely trail the increase in expenses. For example, in 2015, we launched our first television and digital advertising campaign toincrease consumer awareness of our brand; while we believe these marketing efforts will increase traffic in the longer term, we do not expect the effect to beimmediate. We plan to continue investing in various advertising channels in 2017.Community Development. Our long-term growth depends on our ability to successfully develop Yelp communities. It can take years for our platform toachieve a critical mass of consumers and reviews to drive meaningful traction of our advertising products and to begin generating revenue in a particularcommunity. As a result, we may continue to generate losses in new communities for an extended period, and different communities can be expected to growat different rates and generate varying levels of revenue. As with most businesses, we expect our revenue growth to slow as our business matures over time.Advertising revenue for the oldest cohort of Yelp communities in the United States, which launched in 2005-2006, grew at 30% in 2016 compared to 2015.This is lower than the growth rate of advertising revenue for the 2007-2008 cohort, which grew 37% over the same period. We believe this is indicative ofcontinued revenue growth, but slowing revenue growth for older communities.In the fourth quarter of 2016, we wound down our international sales and marketing operations, including our international community managementteam, and reallocated the associated resources primarily to our U.S. and Canadian markets. As a result, our continued growth depends on our ability to furtherdevelop our U.S. and Canadian communities and operations. However, we have already entered many of the largest cities in the United States and Canada,and launching additional communities may not yield results similar to those of our existing communities. As a result, we continue to believe thatdevelopment of our existing communities currently provides the greatest opportunity for growth, and plan to focus our community development efforts onexisting communities in 2017.43Table of ContentsAcquisitions. As part of our business strategy, we may determine to expand our product offerings and grow our business through the acquisition ofcomplementary businesses or technologies. For example, in February 2017, we acquired Nowait, a restaurant technology company with the industry’s leadingwaitlist system and seating tool. This will help drive Yelp’s daily engagement in the key restaurant vertical. Our acquisitions will affect our future financialresults due to factors such as the amortization of acquired intangible assets.Key MetricsWe regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends in ourbusiness, prepare financial projections and make strategic decisions. Unless otherwise stated, these metrics do not include metrics for Yelp Eat24 or YelpReservations, or from our business owner products.ReviewsNumber of reviews represents the cumulative number of reviews submitted to Yelp since inception, as of the period end, including reviews that were notrecommended or had been removed from our platform. In addition to the text of the review, each review includes a rating of one to five stars. We includereviews that are not recommended and that have been removed because all of them are either currently accessible on our platform or were accessible at somepoint in time, providing information that may be useful to users to evaluate businesses and individual reviewers. Because our automated recommendationsoftware continually reassesses which reviews to recommend based on new information that becomes available, the “recommended” or “not recommended”status of reviews may change over time. Reviews that are not recommended or that have been removed do not factor into a business’s overall star rating. Byclicking on a link on a reviewed business’s page on our website, users can access the reviews that are not currently recommended for the business, as well asthe star rating and other information about reviews that were removed for violation of our terms of service.As of December 31, 2016, approximately 112.6 million reviews were available on business listing pages, including approximately 26.9 million reviewsthat were not recommended, after 8.4 million reviews had been removed from our platform, either by us for violation of our terms of service or by the userswho contributed them. The following table presents the number of cumulative reviews as of the dates indicated:As of December 31, 2016 2015 2014 (in thousands)Reviews121,02295,21071,232TrafficTraffic to our website and mobile app has three components: visitors to our non-mobile optimized website (our “desktop website”), visitors to our mobile-optimized website (our “mobile website”) and mobile devices accessing our mobile app. We use the following metrics to measure each of these trafficstreams:Desktop and Mobile Website Unique Visitors. We calculate desktop unique visitors as the number of “users,” as measured by Google Analytics, who havevisited our desktop website at least once in a given month, averaged over a given three-month period. Similarly, we calculate mobile website unique visitorsas the number of “users” who have visited our mobile website at least once in a given month, averaged over a given three-month period.Google Analytics, a product from Google Inc. that provides digital marketing intelligence, measures “users” based on unique cookie identifiers. Becausethe numbers of desktop unique visitors and mobile website unique visitors are therefore based on unique cookies, an individual who accesses our desktopwebsite or mobile website from multiple devices with different cookies may be counted as multiple desktop unique visitors or mobile website unique visitors,as applicable, and multiple individuals who access our desktop website or mobile website from a shared device with a single cookie may be counted as asingle desktop unique visitor or mobile website unique visitor.44Table of ContentsApp Unique Devices. We calculate app unique devices as the number of unique mobile devices using our mobile app in a given month, averaged over agiven three-month period. Under this method of calculation, an individual who accesses our mobile app from multiple mobile devices will be counted asmultiple app unique devices. Multiple individuals who access our mobile app from a shared device will be counted as a single app unique device.The following table presents our traffic for the periods indicated:Three Months Ended December 31,2016 2015 2014 (in thousands)Desktop Unique Visitors73,46674,60777,628Mobile Web Unique Visitors65,351 65,86057,770App Unique Devices24,07320,00614,541We anticipate that our mobile traffic will be the driver of our growth for the foreseeable future and that usage of our desktop website will continue todecline worldwide.Claimed Local Business LocationsThe number of claimed local business locations represents the cumulative number of business locations that have been claimed on Yelp worldwide since2008, as of a given date. We define a claimed local business location as each business address for which a business representative has visited our website andclaimed the free business listing page for the business located at that address. The following table presents the number of cumulative claimed local businesslocations as of the dates presented:As of December 31, 2016 2015 2014 (in thousands)Claimed Local Business Locations 3,363 2,648 2,029Advertising and Subscription AccountsAdvertising and subscription accounts, which we previously referred to as local advertising accounts, consist of business accounts from which werecognized (a) advertising revenue (excluding business accounts that purchased advertising solely through our partners) and (b) revenue from YelpReservations subscriptions in a given three-month period. The following table presents the number of advertising and subscription accounts during theperiods presented:Three Months Ended December 31, 2016 2015 2014 (in thousands)Advertising and Subscription Accounts1381118445Table of ContentsNon-GAAP Financial MeasuresOur consolidated financial statements are prepared in accordance with GAAP. However, we have also disclosed below adjusted EBITDA and non-GAAPnet income, which are non-GAAP financial measures. We have included adjusted EBITDA and non-GAAP net income because they are key measures used byour management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and todevelop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA and non-GAAP net incomecan provide a useful measure for period-to-period comparisons of our primary business operations. Accordingly, we believe that adjusted EBITDA and non-GAAP net income provide useful information to investors and others in understanding and evaluating our operating results in the same manner as ourmanagement and board of directors.Adjusted EBITDA and non-GAAP net income have limitations as analytical tools, and you should not consider them in isolation or as substitutes foranalysis of our results as reported under GAAP. In particular, adjusted EBITDA and non-GAAP net income should not be viewed as substitutes for, or superiorto, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:●although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, andadjusted EBITDA and non-GAAP net income do not reflect cash capital expenditure requirements for such replacements or for new capital expenditurerequirements;●adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;●adjusted EBITDA and non-GAAP net income do not consider the potentially dilutive impact of equity-based compensation;●adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and●other companies, including companies in our industry, may calculate adjusted EBITDA and non-GAAP net income differently, which reduces theirusefulness as comparative measures.Because of these limitations, you should consider adjusted EBITDA and non-GAAP net income alongside other financial performance measures,including various cash flow metrics, net income (loss) and our other GAAP results. The tables below present reconciliations of adjusted EBITDA and non-GAAP net income to net income (loss), the most directly comparable GAAP financial measure in each case, for each of the periods indicated.46Table of ContentsAdjusted EBITDAAdjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision for (benefit from) income taxes;other income (expense), net; depreciation and amortization; stock-based compensation expense; and restructuring and integration costs. Adjusted EBITDAfor the year ended December 31, 2016 was $120.1 million. The following is a reconciliation of adjusted EBITDA to net income (loss):Year Ended December 31, 2016 2015 2014 2013 2012(in thousands)Reconciliation of Adjusted EBITDA to GAAP Net Income (Loss): Net income (loss)$ (4,670)$ (32,900)$ 36,473$ (10,068)$ (19,113)(Benefit from) Provision for income taxes1,38511,962(25,193)838122Other (income) expense, net(1,694)(386)(221)407226Depreciation and amortization35,34629,60417,59011,4557,223Stock-based compensation86,26160,84242,27326,12214,878Restructuring and integration costs(1)3,455--6751,262Adjusted EBITDA$120,083$69,122$70,922$29,429$4,598(1) Restructuring and integration includes $0.6 million in stock-based compensation expense for the year ended December 31, 2013.Non-GAAP Net IncomeNon-GAAP net income is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: stock-based compensation expense;amortization of intangibles; restructuring and integration costs; and the tax effect of stock-based compensation, amortization of intangibles, restructuring andintegration costs and valuation allowance. Non-GAAP net income for the year ended December 31, 2016 was $59.4 million. The following is a reconciliationof non-GAAP net income to net income (loss):Year Ended December 31,2016 (in thousands)Reconciliation of Non-GAAP Net Income to GAAP Net Income (Loss): Net income (loss)$ (4,670)Stock-based compensation86,261Amortization of intangible assets6,805Restructuring and integration costs3,455Tax adjustments (1)(32,411) Non-GAAP net income$59,440(1) Includes tax effects of stock-based compensation, amortization of intangibles, restructuring and integration, and valuation allowance.47Table of ContentsCritical Accounting Policies and EstimatesOur consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us tomake estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimatesand assumptions on an ongoing basis. Our estimates and assumptions are based on historical experience and various other assumptions that we believe to bereasonable under the circumstances. Our actual results could differ from those estimates.We believe that the assumptions and estimates associated with revenue recognition, website and internal-use software development costs, businesscombinations, income taxes and stock-based compensation expense have the greatest potential impact on our consolidated financial statements. Therefore,we consider these to be our critical accounting policies and estimates. For further information on these and our other significant accounting policies, see Note2 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report. Results of OperationsThe following tables set forth our results of operations for the periods indicated as a percentage of net revenue for those periods. The period-to-periodcomparison of financial results is not necessarily indicative of future results.Year Ended December 31,201620152014(as a percentage of net revenue)Consolidated Statements of Operations Data: Net revenue by product: Advertising90%86%89% Transactions981 Brand advertising-69 Other services1-1 Total net revenue 100% 100% 100%Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below)8%9%6% Sales and marketing555554 Product development192017 General and administrative141515 Depreciation and amortization555 Restructuring and integration cost---Total costs and expenses10110497Income (Loss) from operations(1)(4)3Other income (expense), net---Income (Loss) before income taxes(1)(4)3Benefit from (Provision for) income taxes-(2)7Net income (loss)(1%)(6%)10%48Table of ContentsYears Ended December 31, 2016, 2015 and 2014Net RevenueWe generate revenue from our advertising products, transactions, other services and, through the end of 2015, brand advertising.Advertising. We generate advertising revenue from our advertising programs, which consist of enhanced listing pages and performance and impression-based advertising in search results and elsewhere on our website and mobile app. Advertising revenue also includes revenue generated from resale of ouradvertising products by certain partners and monetization of remnant advertising inventory through third-party ad networks.Transactions. We generate revenue from various transactions with consumers, including through Yelp Eat24, Platform transactions and the sale of YelpDeals and Gift Certificates. Yelp Eat24 generates revenue through arrangements with restaurants, in which restaurants pay a commission percentage fee onorders placed through the Yelp Eat24 platform. We record revenue associated with Yelp Eat24’s transactions on a net basis. Our Platform partnerships arerevenue-sharing arrangements that provide consumers with the ability to complete food delivery transactions, order flowers and book spa and salonappointments, among others, through third parties directly on Yelp. We earn a fee on our Platform partnerships for acting as an agent for these transactions,which we record on a net basis and include in revenue upon completion of a transaction. Yelp Deals allow merchants to promote themselves and offerdiscounted goods and services on a real-time basis to consumers directly on our website and mobile app. We earn a fee on Yelp Deals for acting as an agent inthese transactions, which we record on a net basis and include in revenue upon a consumer’s purchase of a deal. Gift Certificates allow merchants to sell full-priced gift certificates directly to consumers through their business listing pages. We earn a fee based on the amount of the Gift Certificate sold, which werecord on a net basis and include in revenue upon a consumer’s purchase of the Gift Certificate. Brand Advertising. Through the end of 2015, we generated revenue from brand advertising through the sale of display advertisements and brandsponsorships to national brands. We phased out these products to focus on our core strength of local advertising.Other Services. We generate revenue through our Yelp Reservations product, licensing payments for access to Yelp data through our Yelp Knowledgeprogram and other non-advertising related partnerships.49Table of ContentsThe following table provides a breakdown of our net revenue for the periods indicated.2015 to2014 to2016 %2015 %Year Ended December 31,ChangeChange 2016 2015 2014 (dollars in thousands)Net revenue by product: Advertising$ 645,241$ 471,416$ 335,45037%41% Transactions62,49543,8545,24743 736 Brand advertising-31,01234,482 (100)(10) Other services5,3333,4292,3575645 Total net revenue$713,069$549,711$377,53630%46%Percentage of total net revenue by product: Advertising90%86%89% Transactions981 Brand advertising-69 Other services1-1 Total net revenue100%100%100%During 2016, 2015 and 2014, we focused on revenue growth related to our local advertiser customer base. Total net revenue increased $163.4 million, or30%, in 2016 compared to 2015, and $172.2 million, or 46%, in 2015 compared to 2014.Advertising revenue increased $173.8 million, or 37%, in 2016 compared to 2015, and $136.0 million, or 41% in 2015 compared to 2014. The increasein both periods was primarily due to a significant increase in the number of customers purchasing advertising plans as we expanded our sales force to reachmore businesses. The growth in both periods was driven primarily by purchases of cost-per-click advertising. In both 2016 and 2015, a majority of ad clickswere delivered on mobile.Our transactions revenue increased $18.6 million, or 43%, in 2016 compared to 2015, and $38.6 million, or 736%, in 2015 compared to 2014. Theincrease in both periods was primarily the result of increased transactions from Yelp Eat24, which we acquired in February 2015.As of the beginning of 2016, we no longer offer brand advertising products. As a result, we generated no brand advertising revenue in 2016, a decrease of$31.0 million from 2015. Our brand revenue decreased $3.5 million, or 10%, in 2015 compared to 2014, primarily due to a decrease in the number of brandadvertisers and our phase out of our brand advertising products.Our other services revenue increased $1.9 million, or 56%, in 2016 compared to 2015, and $1.1 million, or 45%, in 2015 compared to 2014. The increasesin both years were primarily due to increases in revenue from Yelp Reservations.50Table of ContentsCost of RevenueOur cost of revenue consists primarily of web hosting costs and credit card processing fees, as well as salaries, benefits and stock-based compensationexpense for our infrastructure teams related to the operation of our website and mobile app. It also includes costs associated with video production for ourlocal advertisers as well as confirmation and delivery services associated with Yelp Eat24. We expect cost of revenue to increase in 2017 at a similar rate to2016.2015 to2014 to2016 %2015 %Year Ended December 31,ChangeChange 2016 2015 2014 (dollars in thousands)Cost of revenue$ 60,363$ 51,015$ 24,38218%109%Percentage of net revenue8%9%6%Cost of revenue increased $9.3 million, or 18%, in 2016 compared to 2015, and $26.6 million, or 109%, in 2015 compared to 2014. The increases in2016 and 2015 were primarily attributable to increases of $6.9 million and $9.1 million, respectively, in merchant fees related to credit card transactions dueto growth in advertising and transactions revenue, particularly as a result of our acquisition of Eat24 in the three months ended March 31, 2015. Set up andcreative design costs, consisting primarily of video production costs, increased by $1.2 million and $2.4 million in 2016 and 2015, respectively, due togreater demand by businesses for video on their business listing pages. External website hosting, and the salaries and related expenses of the internalpersonnel that support the website infrastructure increased $1.0 million and $12.2 million in 2016 and 2015, respectively, resulting from an increase in thenumber of visitors to our website and transactions completed in our website compared to the prior years, as well as increased headcount for personnelsupporting the website infrastructure. In 2016, those increases were partially offset by improved pricing from key website hosting vendors achieved during2016. Cost of revenue also increased by $0.2 million and $2.9 million in 2016 and 2015, respectively, as a result of third-party food delivery related costsassociated with Yelp Eat24.Sales and MarketingOur sales and marketing expenses primarily consist of salaries (including employer payroll taxes), benefits, travel expense and incentive compensationexpense, including stock-based compensation expense, for our sales and marketing employees. In addition, sales and marketing expenses include businessand consumer acquisition marketing, community management, branding and advertising costs, as well as allocated facilities, insurance, business taxes andother supporting overhead costs. Historically, we have focused on organic and viral growth driven by the community development efforts of our communitymanagement team, which is responsible for growing and fostering local communities, as well as coordinating events to raise awareness of our brand. As aresult, we historically have incurred relatively low sales and marketing expenses to increase consumer awareness of Yelp. While community developmentcontinues to be our primary marketing strategy, we launched our first advertising campaign in 2014 and launched additional campaigns in each year sincethen. We plan to continue investing in various advertising channels in 2017.51Table of ContentsIn the fourth quarter of 2016, we significantly reduced our sales and marketing activities in markets outside of the United States and Canada.Nevertheless, we expect our sales and marketing expenses to increase as we expand our communities, increase the number of advertising and subscriptionaccounts and continue to build our brand in the United States and Canada. The majority of these expenses will be related to hiring sales employees andCommunity Managers, as well as costs incurred with various third-party media outlets and other advertising channels. We expect sales and marketingexpenses to increase in 2017 at or slightly above the rate at which revenue increases in 2017, and to be our largest expense for the foreseeable future.2015 to2014 to2016 %2015 %Year Ended December 31,ChangeChange 2016 2015 2014 (dollars in thousands)Sales and marketing$ 382,854$ 301,764$ 201,050 27% 50%Percentage of net revenue55%55%54%Sales and marketing expenses increased $81.1 million, or 27%, in 2016 compared to 2015, and $100.7 million, or 50%, in 2015 compared 2014. Theincreases in 2016 and 2015 were primarily attributable to $48.5 million and $57.1 million, respectively, in additional salaries, benefits, travel and otherrelated expenses resulting from increased headcount, including increases in stock-based compensation expense of $5.1 million and $6.9 million,respectively, as we expanded our sales organization to take advantage of the market opportunity created by increased recognition of the value of ouradvertising products and increased use of our free online business accounts. As a result of ongoing marketing campaigns, marketing and advertising costsincreased by $14.8 million and $23.8 million in 2016 and 2015, respectively. As a result of our increases in net revenue, our commission expenses increasedby $7.8 million and $2.7 million in 2016 and 2015, respectively. In addition, we experienced increases in facilities, insurance, business taxes and otherrelated allocations of $10.0 million and $17.1 million in 2016 and 2015, respectively.Product DevelopmentOur product development expenses primarily consist of salaries (including employer payroll taxes), various benefits, travel expense and stock-basedcompensation expense for our engineers, product management and information technology personnel. Product development expenses also include outsideservices and consulting, allocated facilities, insurance, business taxes and other supporting overhead costs. We believe that continued investment in features,software development tools and code modification is important to attaining our strategic objectives and, as a result, we expect product development expensesto increase for the foreseeable future, though at a slower rate in 2017 than in 2016.2015 to2014 to2016 %2015 %Year Ended December 31,ChangeChange 2016 2015 2014 (dollars in thousands)Product development$ 138,549$ 107,786$ 65,181 29%65%Percentage of net revenue19%20%17%Product development expenses increased $30.8 million, or 29%, in 2016 compared to 2015, and $42.6 million, or 65%, in 2015 compared to 2014. Theincreases in 2016 and 2015 were primarily attributable to $27.9 million and $35.2 million, respectively, in additional salaries, benefits, travel and relatedexpenses associated with an increase in headcount, including increases in stock-based compensation expense (net of capitalized stock-based compensationexpense) of $12.9 million and $8.6 million, respectively. In addition, we experienced increases in facilities, insurance, business taxes and other relatedallocations of $5.0 million and $5.8 million in 2016 and 2015, respectively, as a result of the increases in headcount. In 2016, these increases were partiallyoffset by a decrease in consulting costs of $2.1 million due to decreased reliance on outside consultants. In 2015, the use of outside consultants increased by$1.6 million.52Table of ContentsGeneral and AdministrativeOur general and administrative expenses primarily consist of salaries (including employer payroll taxes), various benefits, travel expense and stock-basedcompensation expense for our executive, finance, user operations, legal, human resources and other administrative employees. Our general and administrativeexpenses also include outside consulting, legal and accounting services, as well as facilities, insurance, business taxes and other supporting overhead costsnot allocated to other departments. We expect our general and administrative expenses to increase for the foreseeable future as we continue to expand ourbusiness, but at a slower rate than revenue growth in 2017.2015 to2014 to2016 %2015 %Year Ended December 31,ChangeChange 2016 2015 2014 (dollars in thousands)General and administrative$ 97,481$ 80,866$ 58,274 21% 39%Percentage of net revenue14%15%15%General and administrative expenses increased $16.6 million, or 21%, in 2016 compared to 2015, and $22.6 million, or 39%, in 2015 compared to 2014.The increases in 2016 and 2015 were primarily attributable to $12.1 million and $11.7 million, respectively, in additional salaries, benefits, travel and relatedexpenses associated with an increase in headcount, including increases in stock-based compensation expense of $6.1 million and $2.6 million, respectively.We also experienced increases in facilities, insurance, business taxes and other related allocations of $1.5 million and $2.3 million in 2016 and 2015,respectively, as a result of the increases in headcount. Bad debt expense increased by $5.6 million and $3.9 million, respectively, primarily as a result ofcontinued growth in advertising revenue. In 2016, these increases were partially offset by a decrease in consulting costs of $2.6 million due to decreasedreliance on outside consultants. In 2015, use of outside consultants increased by $4.7 million as we invested in our systems and support for the growth of thebusiness.Depreciation and AmortizationDepreciation and amortization expenses primarily consist of depreciation on computer equipment, software, leasehold improvements, capitalized websiteand software development costs and amortization of purchased intangible assets. We expect depreciation and amortization expenses to increase for theforeseeable future as we continue to expand our technology infrastructure, and at or slightly below the rate revenue increases in 2017.2015 to2014 to2016 %2015 %Year Ended December 31,ChangeChange 2016 2015 2014 (dollars in thousands)Depreciation and amortization$ 35,346$ 29,604$ 17,590 19% 68%Percentage of net revenue5%5%5%Depreciation and amortization expenses increased $5.7 million, or 19%, in 2016 compared to 2015, and $12.0 million, or 68%, in 2015 compared to2014. These increases were primarily the result of our investments in expanding our technology infrastructure and capital assets to support our increase inheadcount across the organization. Depreciation and amortization expenses related to our fixed assets and capitalized website and software developmentcosts increased $5.5 million and $8.0 million in 2016 and 2015, respectively. In addition, amortization related to our intangibles increased by $0.2 millionand $4.0 million in 2016 and 2015, respectively. The 2015 increase was primarily due to the intangibles acquired in the Eat24 acquisition.53Table of ContentsRestructuring and IntegrationYear Ended December 31, 2016 2015 2014 (in thousands)Restructuring and integration$ 3,455$ —$ —On November 2, 2016, we announced plans to significantly reduce sales and marketing activities in markets outside of the United States and Canada. Weincurred $3.5 million in restructuring costs associated with this plan for the year ended December 31, 2016, of which $2.0 million had been paid byDecember 31, 2016. We expect to pay the remaining $1.5 million during the year ending December 31, 2017.The restructuring costs primarily related to severance costs for affected employees. No goodwill, intangible assets or other long lived assets have beendetermined to be impaired. The restructuring plan was substantially completed by the year ending December 31, 2016, with approximately $0.2 millionexpected to be incurred during the year ended December 31, 2017.Other Income, NetOther income, net consists primarily of the interest income earned on our cash, cash equivalents and marketable securities, and foreign exchange gainsand losses.Year Ended December 31, 2016 2015 2014(in thousands)Interest income, net$ 1,724$ 622$ 375Transaction loss on foreign exchange(175)(687)(121)Other non-operating income (loss), net145451(33) Other income, net$1,694$386$221In 2016, other income, net increased by $1.3 million, primarily driven by an increase in interest income earned on marketable investments.In 2015, other income, net increased by $0.2 million, driven by an increase in interest income related to marketable securities. This was offset byincreased foreign exchange losses, due to unfavorable foreign exchange rate movements during 2015. The increase in other non-operating income isprimarily due to the release of cash in escrow relating to our acquisition of Qype GmBH, a German review site, in 2012.54Table of ContentsBenefit from (Provision for) Income TaxesBenefit from (provision for) income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions,deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes, generation of income tax credits, and the realization of net operating loss carryforwards.Year Ended December 31, 2016 2015 2014(in thousands)Benefit from (Provision for) taxes$ (1,385)$ (11,962)$ 25,193In 2016, we recognized tax expense of $1.4 million that primarily consisted of the recording of a valuation allowance on certain foreign deferred taxassets as a result of winding down of sales and marketing activities outside of the United States and Canada. Income tax expense decreased $10.6 million in2016 compared to 2015 primarily due to the valuation allowance recorded in 2015 against certain deferred tax assets. Income tax expense increased $37.2million in 2015 compared to 2014 primarily due to the valuation allowance recorded in 2015 against certain deferred tax assets and release of valuationallowance in 2014.55Table of ContentsQuarterly Results of Operations and Other DataThe following tables set forth our unaudited quarterly consolidated statements of operations data and our consolidated statements of operations data as apercentage of net revenue for each of the eight quarters in the period ended December 31, 2016. We also present other financial and operational data and areconciliation of net income (loss) to adjusted EBITDA. We have prepared this quarterly data on a consistent basis with the audited consolidated financialstatements included in this Annual Report. In the opinion of management, the quarterly financial information reflects all necessary adjustments, consistingonly of normal recurring adjustments, necessary for a fair presentation of this data. This information should be read in conjunction with the audited financialstatements and related notes included elsewhere in this Annual Report. The results of historical periods are not necessarily indicative of the results ofoperations for any future period.Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,March 31, 2016 2016 2016 2016 2015 2015 2015 2015(dollars in thousands, except per share data)Consolidated Statements of Operations Data: Net revenue by product (1) Advertising$ 176,547$ 168,950$ 156,697$ 143,047$ 131,698$ 121,864$ 113,525$ 104,329 Transactions16,56815,91015,51814,49913,97111,97311,3046,606 Brand advertising----7,1048,9788,3036,627 Other services1,6811,3721,2131,067958744781946Total net revenue$194,796$186,232$173,428$158,613$153,731$143,559$133,913$ 118,508Costs and expenses:Cost of revenue (exclusive of depreciation and amortizationshown separately below)(2)$15,604$14,594$15,087$15,078$15,000$14,259$13,057$ 8,699Sales and marketing(2)93,55099,27494,40295,62887,53582,94968,01463,266Product development(2)36,86036,36933,09832,22228,97028,51126,34523,960General and administrative(2)27,37224,87623,46421,76920,65920,99019,28019,937Depreciation and amortization9,4349,1598,5648,1897,9807,5627,1676,895Restructuring and integration3,455-------Total costs and expenses$186,275$184,272$174,615$172,886$160,144$154,271$133,863$ 122,757 Income (Loss) from operations$8,521$1,960$(1,187)$(14,273)$(6,413)$(10,712)$50$ (4,249)Other income (expense), net74232736725840(545)329562Income (Loss) before income taxes$9,263$2,287$(820)$(14,015)$(6,373)$(11,257)$379$ (3,687)Benefit from (Provision for) income taxes(1,000)(217)1,269(1,437)(15,856)3,175(1,684)2,403Net income (loss) attributable tocommon stockholders (Class A and B)$8,263$2,070$449$(15,452)$(22,229)$(8,082)$(1,305)$ (1,284)Net income (loss) per share attributableto common stockholders (Class A and B):Basic$0.10$0.03$0.01$(0.20)$(0.29)$(0.11)$(0.02)$ (0.02)Diluted$0.10$0.02$0.01$(0.20)$(0.29)$(0.11)$(0.02)$ (0.02)Weighted-average shares used to compute net income (loss)per share attributable to common stockholders (Class A and B):Basic78,85177,52176,46775,88475,37275,01974,63173,684Diluted84,36482,91779,28075,88475,37275,01974,63173,68456Table of Contents(1) For purposes of comparison, the following table presents the Company’s net revenue by product line for the periods indicated (in thousands) based onthe revenue categories presented in our SEC filings prior to this Annual Report. Refer to “Business — Our Products” for more information on thechange to our revenue classifications.Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2016 2016 2016 2016 2015 2015 2015 2015(dollars in thousands)Net revenue by product Local$ 171,128$ 163,571$ 151,879$ 138,116$ 125,852$ 115,932$ 107,882$ 98,570 Transactions16,56815,91015,51814,49913,97111,97311,3046,606 Brand advertising----7,1048,9788,3036,627 Other services7,1006,7516,0315,9986,8046,6766,4246,705Total net revenue$194,796$186,232$173,428$158,613$153,731$143,559$133,913$118,508(2) Includes non-cash stock-based compensation expense as follows:Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2016 2016 2016 2016 2015 2015 2015 2015(dollars in thousands)Stock-based compensation Cost of revenue$ 874$ 764$ 407$ 401$ 336$ 435$ 222$ 124 Sales and marketing6,7227,1916,8436,3425,8035,5685,6544,937 Product development10,5959,2848,4138,0306,3145,9476,0655,105 General and administrative5,6735,3215,0634,3373,5193,7333,5753,505Total stock-based compensation$23,864$22,560$20,726$19,110$15,972$15,683$15,516$13,671The following table presents other financial and operational data:Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2016 2016 2016 2016 2015 2015 2015 2015(dollars in thousands)Other Financial and Operational Data(1):Reviews121,022115,259108,251101,56495,21089,63583,10277,346Desktop Unique Visitors73,46677,16273,40677,43374,60778,90179,17579,543Mobile Web Unique Visitors65,35172,04069,32768,55165,86069,11764,71562,923App Unique Devices24,07324,90023,01021,18620,00620,12118,09716,039Claimed Local Business Locations3,3633,1923,0102,8342,6482,5032,3492,193Advertising and Subscription Accounts1381351281211111049790Adjusted EBITDA$ 45,274$ 33,679$ 28,103$ 13,026$ 17,539$ 12,533$ 22,733$ 16,317(1) For information on how we define these operational and other metrics, see “—Key Metrics.”57Table of ContentsThe following table presents a reconciliation of adjusted EBITDA to net income (loss).Quarter EndedDec 31,Sep 30,Jun 30,Mar 31,Dec 31,Sep 30,Jun 30,Mar 31, 2016 2016 2016 2016 2015 2015 2015 2015(dollars in thousands)Reconciliation of adjusted EBITDA to net income (loss):Net income (loss)$ 8,263$ 2,070$ 449$ (15,452)$ (22,229)$ (8,082)$ (1,305)$ (1,284)(Benefit from) Provision for income taxes1,000217(1,269)1,43715,856(3,175)1,684(2,403)Other (income) expense, net(742)(327)(367)(258)(40)545(329)(562)Depreciation and amortization9,4349,1598,5648,1897,9807,5627,1676,895Stock-based compensation23,86422,56020,72619,11015,97215,68315,51613,671Restructuring & Integration3,455-------Adjusted EBITDA$45,274$33,679$28,103$13,026$17,539$12,533$22,733$16,317Liquidity and Capital ResourcesAs of December 31, 2016, we had cash and cash equivalents of $272.2 million. Cash and cash equivalents consist of both cash and money market funds.Our cash held internationally as of December 31, 2016 was $8.1 million. We did not have any outstanding bank loans or credit facilities in place as ofDecember 31, 2016. Our investment portfolio is comprised of highly rated marketable securities, and our investment policy limits the amount of creditexposure to any one issuer. The policy generally requires securities to be investment grade (i.e. rated ‘A’ or higher by bond rating firms) with the objective ofminimizing the potential risk of principal loss. To date, we have been able to finance our operations and our acquisitions through proceeds from private andpublic financings, including our initial public offering in March 2012, our follow-on offering in October 2013, cash generated from operations and, to alesser extent, cash provided by the exercise of employee stock options and purchases under the ESPP.58Table of ContentsOur future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” in thisAnnual Report. We believe that our existing cash and cash equivalents, together with any cash generated from operations, will be sufficient to meet ourworking capital requirements and anticipated purchases of property and equipment for at least the next 12 months. However, this estimate is based on anumber of assumptions that may prove to be wrong and we could exhaust our available cash and cash equivalents earlier than presently anticipated. We mayrequire or otherwise seek additional funds in the next 12 months to respond to business challenges, including the need to develop new features and productsor enhance existing services, improve our operating infrastructure or acquire complementary businesses and technologies, and, accordingly, we may need toengage in equity or debt financings to secure additional funds.Amounts deposited with third-party financial institutions exceed the Federal Deposit Insurance Corporation and Securities Investor ProtectionCorporation insurance limits, as applicable. These cash and cash equivalents could be impacted if the underlying financial institutions fail or are subjected toother adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we canprovide no assurances that access to our invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets.Cash FlowsThe following table summarizes our cash flows for the periods indicated:Year Ended December 31,2016 2015 2014 (dollars in thousands)Consolidated Statements of Cash Flows Data:Purchases of property, equipment and software$ (22,994)$ (31,127)$ (29,054)Depreciation and amortization35,34629,60417,590Cash provided by operating activities126,90057,36257,932Cash used in investing activities(55,572)(158,682)(228,674)Cash provided by financing activities29,52226,44229,549Operating Activities. We generated $126.9 million of cash in operating activities in the year ended December 31, 2016, primarily resulting from our netloss of $4.7 million, which included non-cash depreciation and amortization expenses of $35.3 million, non-cash stock-based compensation expense of$86.3 million and non-cash provision for doubtful accounts and sales returns of $17.3 million. In addition, significant changes in our operating assets andliabilities resulted from the following:●increase in accounts receivable of $31.6 million due to an increase in billings for advertising plans, as well as the timing of payments from thesecustomers;59Table of Contents●increase in accounts payable, accrued expenses and other liabilities of $15.3 million, primarily driven by an increase in restaurant revenue shareliability, accrued vacation and employee-related expenses, and the timing of invoices and payments to the vendors, particularly marketing-relatedvendors; and●decrease in prepaids and other assets of $5.7 million, primarily due to the collection of non-trade receivablesWe generated $57.4 million of cash in operating activities in the year ended December 31, 2015, primarily resulting from our net loss of $32.9 million,which included non-cash depreciation and amortization expenses of $29.6 million, non-cash stock-based compensation expense of $60.8 million, non-cashprovision for doubtful accounts of $16.8 million and a $20.3 million expense related to a valuation allowance recorded against certain domestic and foreigndeferred tax assets. In addition, significant changes in our operating assets and liabilities resulted from the following:●increase in accounts receivable of $25.3 million due to an increase in billings for advertising plans, as well as the timing of payments from thesecustomers;●increase in accounts payable, accrued expenses and other liabilities of $15.9 million related to the growth in our business, increase in restaurantrevenue share liability, accrued vacation and employee-related expenses, and the timing of invoices and payments to vendors; and●increase in prepaids and other assets of $22.7 million relating to an increase in prepayments (primarily for marketing and business licenses) anddeferred tax benefits.We generated $57.9 million of cash in operating activities in the year ended December 31, 2014, primarily resulting from our net income of $36.5million, which included non-cash depreciation and amortization expenses of $17.6 million, non-cash stock-based compensation expense of $42.3 million,non-cash provision for doubtful accounts of $7.2 million and a $28.2 million increase related to our release of valuation allowance previously recordedagainst certain domestic and foreign deferred tax assets. In addition, significant changes in our operating assets and liabilities resulted from the following:●increase in accounts receivable of $21.3 million due to an increase in billings for advertising plans and brand advertising campaigns, as well as thetiming of payments from these customers;●increase in accounts payable, accrued expenses and other liabilities of $8.9 million relating to the growth in our business and the increase in accruedvacation and employee-related expenses, accrued cost of sales, deferred rent for new facilities, and timing of invoices and payments to vendors; and●increase in prepaids and other assets of $4.0 million relating to the increase in prepaid payroll bonuses, prepaid cost of sales and amounts due fromothers.Investing Activities. Our primary investing activities in the year ended December 31, 2016 consisted of purchases of marketable securities, purchases ofproperty and equipment to support the ongoing build out of leasehold improvements for our new facilities in San Francisco and other locations, the purchaseof technology hardware to support our growth in headcount and software to support website and mobile app development, website operations and ourcorporate infrastructure. Purchases of property, equipment and software may vary from period to period due to the timing of the expansion of our offices,operations and website and internal-use software and development. We expect our investment in property and equipment, leaseholds and the development ofsoftware in 2017 to grow modestly from 2016 levels.We used $55.6 million of cash in investing activities during the year ended December 31, 2016. Cash used in investing activities primarily related topurchases of marketable securities of $275.0 million, an increase in expenditures related to website and internally developed software of $14.2 million,purchases of property, equipment and software of $23.0 million to support the growth in our business, our investment of $8.0 million in the preferred stock ofNowait and purchases of intangible data licenses of $0.2 million. In addition, as part of our lease agreements for additional office space, we were obligated todeliver additional letters of credit, which resulted in an increase of $0.8 million in restricted cash. Cash used in investing was offset by $265.5 million ofmaturities of investment securities held-to-maturity.60Table of ContentsWe used $158.7 million of cash in investing activities during the year ended December 31, 2015. Cash used in investing activities primarily related to the$73.4 million cash portion of the purchase price of Eat24, purchases of marketable securities of $246.2 million, an increase in expenditures related to websiteand internally developed software of $11.7 million, purchases of intangible data licenses of $0.6 million and purchases of property, equipment, software andleasehold improvements of $31.1 million to support the growth in our business. Cash used in investing was offset by $202.9 million of maturities ofinvestment securities held-to-maturity and the release of restrictions on cash of $1.4 million.We used $228.7 million of cash in investing activities during the year ended December 31, 2014, including $14.3 million net of cash received related toacquisitions during the year. Other cash used in investing activities primarily related to purchases of marketable securities of $210.5 million, as well as anincrease in expenditures related to website and internally developed software of $11.3 million, purchases of perpetual data licenses of $1.7 million andpurchases of property, equipment, software and leasehold improvements of $29.1 million to support the growth in our business and an increase in restrictedcash of $14.8 million associated with letters of credit in connection with leased office space. Cash used in investing was offset by $53.0 million of maturitiesof investment securities held to maturity.Financing Activities. During the year ended December 31, 2016, we generated $29.5 million in financing activities, primarily due to net proceeds of$20.6 million from the issuance of common stock upon the exercise of stock options and $8.9 million in net proceeds from the sale of shares of commonstock under the ESPP.During the year ended December 31, 2015, we generated $26.4 million in financing activities, primarily due to net proceeds of $12.3 million from theissuance of common stock upon the exercise of stock options, $8.9 million in net proceeds from the sale of stock under our ESPP and $6.6 million in excesstax benefits from stock-based award activity.During the year ended December 31, 2014, we generated $29.5 million in financing activities, primarily due to net proceeds of $20.2 million from theissuance of common stock upon the exercise of stock options and $8.9 million in net proceeds from the sale of stock under our ESPP.Off Balance Sheet ArrangementsWe did not have any off balance sheet arrangements in 2016, 2015 or 2014.Contractual ObligationsWe lease various office facilities, including our corporate headquarters in San Francisco, California, under operating lease agreements that expire from2017 to 2025. The terms of the lease agreements provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over thelease periods. We do not have any debt or material capital lease obligations, and all of our property, equipment and software have been purchased with cash.As of December 31, 2016, we had no material long-term purchase obligations outstanding with vendors or third parties other than obligations related to thefit out of certain leasehold properties. As of December 31, 2016, the following table summarizes our future minimum payments under non-cancelableoperating leases and purchase obligations for equipment and office facilities: Payments Due by PeriodTotal Less Than 1 Year 1 – 3 Years 3 – 5 Years More Than 5 Years(in thousands)Operating lease obligations$307,513$42,321$88,804$83,987$92,401Purchase obligations$39,841$19,426$20,415$-$-The contractual commitment amounts in the table above are associated with binding agreements and do not include obligations under contracts that wecan cancel without a significant penalty. In addition, as of December 31, 2016, our total liability for uncertain tax positions was $0.5 million of the totalunrecognized benefit of $10.3 million. We are not reasonably able to estimate the timing of future cash flow related to this liability. As a result, this amount isnot included in the contractual obligations table above.61Table of ContentsWe have subleased certain office facilities under operating lease agreements that expire in 2021. The terms of these lease agreements provide for rentalreceipts on a graduated basis. We recognize sublease rentals on a straight-line basis over the lease periods reflected as a reduction in rental expense. As ofDecember 31, 2016, our future minimum rental receipts to be received under non-cancelable subleases were $8.3 million.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of business. These risksinclude primarily interest rate, foreign exchange risks and inflation.Interest Rate FluctuationThe primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk.Our cash and cash equivalents consist of cash and money market funds. We do not have any long-term borrowings. Because our cash and cash equivalentshave a relatively short maturity, their fair value is relatively insensitive to interest rate changes. We believe a hypothetical 10% increase in the interest ratesas of December 31, 2016 would not have a material impact on our cash and cash equivalents portfolio.Our marketable securities are comprised of fixed-rate debt securities issued by U.S. corporations, U.S. government agencies and the U.S. Treasury; as such,their fair value may be affected by fluctuations in interest rates in the broader economy. As we have both the ability and intent to hold these securities tomaturity, such fluctuations would have no impact on our results of operations.Foreign Currency Exchange RiskWe have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, principally in theBritish pound sterling, Canadian dollar and the Euro. The volatility of exchange rates depends on many factors that we cannot forecast with reliableaccuracy. Although we have experienced and will continue to experience fluctuations in net income (loss) as a result of transaction gains (losses), net relatedto revaluing certain cash balances, trade accounts receivable balances and intercompany balances that are denominated in currencies other than the U.S.dollar, we believe a hypothetical 10% strengthening/(weakening) of the U.S. dollar against the British pound sterling, Canadian dollar or Euro, either aloneor in combination with each other, would not have a material impact on our results of operations. In the event our foreign sales and expenses increase as aproportion of our overall sales and expenses, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies inwhich we do business. At this time, we do not enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk,though we may in the future. It is difficult to predict the impact hedging activities would have on our results of operations.Inflation RiskWe do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subjectto significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harmour business, financial condition or results of operations.Item 8. Financial Statements and Supplementary Data.Our financial statements and the report of our independent registered public accounting firm are included in this Annual Report beginning on page F-1.The index to our financial statements is included in Part IV, Item 15 below.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.None.62Table of ContentsItem 9A. Controls and Procedures.Evaluation of Disclosure Controls and ProceduresWe maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure thatinformation required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls andprocedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act isaccumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allowtimely decisions regarding required disclosure.Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controlsand procedures as of December 31, 2016. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December31, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.63Table of ContentsManagement’s Annual Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in ExchangeAct Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, ourmanagement evaluated the effectiveness of our internal control over financial reporting based on the framework set forth in “Internal Control—IntegratedFramework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our managementconcluded that our internal control over financial reporting was effective as of December 31, 2016. Our management reviewed the results of this evaluationwith the audit committee of our board of directors.Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this AnnualReport and, as part of the audit, has issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2016, which isincluded below.Changes in Internal Control Over Financial ReportingThere was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2016 that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.Inherent Limitations on Effectiveness of ControlsOur management, including our Chief Executive Officer and our Chief Financial Officer, believes that our disclosure controls and procedures and internalcontrol over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errorsand all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of thecontrol system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must beconsidered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that allcontrol issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can befaulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of somepersons, by the collusion of two or more people or by management override of controls. The design of any system of controls is also based in part uponcertain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under allpotential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies orprocedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not bedetected.64Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors andStockholders of Yelp Inc.San Francisco, CaliforniaWe have audited the internal control over financial reporting of Yelp Inc. and subsidiaries (the "Company") as of December 31, 2016, based on criteriaestablished in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. TheCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures aswe considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive andprincipal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company's assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on thecriteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements as of and for the year ended December 31, 2016 of the Company and our report dated March 1, 2017 expressed an unqualified opinion on thosefinancial statements.DELOITTE & TOUCHE LLP San Francisco, CaliforniaMarch 1, 201765Table of ContentsItem 9B. Other Information.None.66Table of ContentsPART IIIItem 10. Directors, Executive Officers and Corporate Governance.Information required by this item regarding directors and director nominees, executive officers, the board of directors and its committees, and certaincorporate governance matters is incorporated by reference to the information set forth under the captions “Proposal No. 1—Election of Directors,”“Information Regarding the Board of Directors and Corporate Governance” and “Executive Officers” in the definitive proxy statement for our 2017 AnnualMeeting of Stockholders, or the 2017 Proxy Statement. Information required by this item regarding compliance with Section 16(a) of the Exchange Act isincorporated by reference to the information set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2017 ProxyStatement.We have adopted a written code of business conduct and ethics that applies to all of our employees, officers and directors, including our principalexecutive officer, principal financial officer and principal accounting officer. The code of business conduct and ethics is available on our corporate website atwww.yelp-ir.com under the section entitled “Corporate Governance.” If we make any substantive amendments to our code of business conduct and ethics orgrant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our code of business conduct and ethics, we willdisclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.Item 11. Executive Compensation.Information required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions“Executive Compensation,” “Director Compensation” and “Information Regarding the Board of Directors and Corporate Governance” in our 2017 ProxyStatement.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to theinformation set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2017 Proxy Statement. Informationrequired by this item regarding securities authorized for issuance under our equity compensation plans is incorporated by reference to the information setforth under the caption “Equity Compensation Plan Information” in our 2017 Proxy Statement.Item 13. Certain Relationships and Related Transactions, and Director Independence.Information required by this item regarding certain relationships and related transactions is incorporated by reference to the information set forth underthe caption “Transactions with Related Persons” in our 2017 Proxy Statement. Information required by this item regarding director independence isincorporated by reference to the information set forth under the caption “Information Regarding the Board of Directors and Corporate Governance” in our2017 Proxy Statement.Item 14. Principal Accounting Fees and Services.Information required by this item regarding principal accounting fees and services is incorporated by reference to the information set forth under thecaption “Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm” in our 2017 Proxy Statement.67Table of ContentsPART IVItem 15. Exhibits, Financial Statement Schedules.(a) The following documents are filed as part of this Annual Report: 1. Financial Statements. Our consolidated financial statements and the Report of Independent Registered PublicAccounting Firm are included herein on the pages indicated:Report of Independent Registered Public Accounting Firm F-1Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Comprehensive Income (Loss)F-4Consolidated Statements of Stockholders’ EquityF-5Consolidated Statements of Cash FlowsF-6Notes to Consolidated Financial StatementsF-7 2.Financial Statement Schedules. None. All financial statement schedules are omitted because they are not applicable, not required under theinstructions, or the requested information is included in the consolidated financial statements or notes thereto. 3.Exhibits. A list of exhibits filed with this report or incorporated herein by reference is found in the Exhibit Index immediately following thesignature page of this Annual Report.Item 16. Form 10-K Summary.None.68Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.Date: March 1, 2017Yelp Inc. /s/ Charles Baker Charles BakerChief Financial Officer(Principal Financial and Accounting Officer)POWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles Baker and LaurenceWilson, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name inany and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documentsin connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powerand authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or shemight or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes,may lawfully do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.Signature Title Date/s/ Jeremy StoppelmanChief Executive Officer and DirectorMarch 1, 2017Jeremy Stoppelman(Principal Executive Officer) /s/ Charles BakerChief Financial OfficerMarch 1, 2017Charles Baker(Principal Financial and Accounting Officer) /s/ Diane IrvineChairpersonMarch 1, 2017Diane Irvine /s/ Fred AndersonDirectorMarch 1, 2017Fred Anderson /s/ Geoff DonakerDirectorMarch 1, 2017Geoff Donaker /s/ Peter FentonDirectorMarch 1, 2017Peter Fenton /s/ Robert GibbsDirectorMarch 1, 2017Robert Gibbs /s/ Jeremy LevineDirectorMarch 1, 2017Jeremy Levine /s/ Mariam NaficyDirectorMarch 1, 2017Mariam Naficy69Table of ContentsEXHIBIT INDEXFiledIncorporated by ReferenceHerewithExhibitNumberExhibit Description FormFile No.ExhibitFiling Date2.1 Share Purchase Agreement, dated October 23, 2012, by and among Yelp Inc.,Yelp Ireland Ltd., Qype GmbH and the shareholders of Qype GmbH. 8-K 001-35444 99.1 10/24/2012 2.2Agreement and Plan of Merger, dated July 18, 2013, by and among Yelp Inc.,Ranger Merger Corp., Ranger Merger LLC, SeatMe, Inc. and AlexanderKvamme, as Stockholders’ Agent.8-K001-3544499.17/24/20132.3Agreement and Plan of Merger, dated February 9, 2015, by and among YelpInc., Eat24Hours.com, Inc., Kale Acquisition Corp., Quinoa Acquisition LLC,the Stockholders of Eat24Hours.com, Inc. and Nadav Sharon, as Stockholders’Agent.8-K001-3544499.12/10/20153.1Certificate of Retirement.8-A/A001-354443.19/23/20163.2Amended and Restated Certificate of Incorporation of Yelp Inc.8-A/A001-354443.29/23/20163.3Amended and Restated Bylaws of Yelp Inc.S-1/A333-1780303.42/3/20124.1Reference is made to Exhibits 3.1, 3.2 and 3.3.4.2Form of Common Stock Certificate.8-A/A001-354444.19/23/201610.1*Amended and Restated 2005 Equity Incentive Plan.S-1333-17803010.211/17/201110.2*Forms of Option Agreement and Option Grant Notice under Amended andRestated 2005 Equity Incentive Plan.S-1333-17803010.311/17/201110.3*2011 Equity Incentive Plan.S-1333-17803010.42/3/201210.4*Forms of Option Agreement and Option Grant Notice under 2011 EquityIncentive Plan.S-1333-17803010.52/3/201210.5*2012 Equity Incentive Plan, as amended.8-K001-3544410.19/23/201610.6*Forms of Option Agreement and Grant Notice and RSU Agreement and GrantNotice under 2012 Equity Incentive Plan.S-1/A333-17803010.172/3/201210.7*2012 Employee Stock Purchase Plan, as amended.8-K001-3544410.29/23/201610.8*Executive Severance Benefit Plan.S-1/A333-17803010.192/3/201210.9*Form of Indemnification Agreement made by and between Yelp Inc. and eachof its directors and executive officers.S-1333-17803010.62/3/201210.10*Offer Letter, by and between Yelp Inc. and Jeremy Stoppelman, dated February3, 2012.S-1/A333-17803010.152/3/201210.11*Employment Offer Letter, dated April 15, 2016, between Yelp Inc. and CharlesBaker.8-K001-3544410.14/18/201610.12*Amended and Restated Offer Letter, by and between Yelp Inc. and JedNachman, dated February 3, 2012.S-1/A333-17803010.92/3/201270Table of ContentsFiled Incorporated by Reference HerewithExhibitNumberExhibit Description FormFile No.ExhibitFiling Date10.13* Letter Agreement, dated May 22, 2014, by and between Joseph Nachman andYelp Inc. 8-K 001-35444 99.1 5/28/2014 10.14*Amended and Restated Offer Letter, by and between Yelp Inc. and LaurenceWilson, dated February 3, 2012.S-1/A333-17803010.102/3/201210.15*Offer Letter Agreement, dated March 27, 2007, by and between Yelp Inc. andMichael Stoppelman.X10.16*Transition Agreement, dated February 17, 2017, by and between YelpInc. and Michael Stoppelman8-K001-3544410.12/17/201710.17*Amended and Restated Offer letter, by and between Yelp Inc. and GeoffDonaker, dated February 3, 2012.S-1/A333-17803010.72/3/201210.18*Transition Agreement, dated August 8, 2016, by and between Yelp Inc. andGeoff Donaker.8-K001-3544410.18/9/201610.19*Amended and Restated Offer Letter, by and between Yelp Inc. and RobKrolik, dated February 3, 2012.S-1/A333-17803010.82/3/201210.20*Transition Agreement, dated February 4, 2016, by and between Yelp Inc. andRob Krolik8-K001-3544410.12/8/201610.21*Form of Restricted Stock Unit Agreement and Notice.8-K001-3544410.22/8/201610.22*Compensation Information for Registrant’s Executive Officers.8-K001-354442/17/201710.23Amended and Restated Lease, dated April 1, 2015, by and between StockdaleGalleria Project Owner, LLC and Yelp Inc.; First Amendment to Lease, datedJuly 30, 2015; Second Amendment to Lease, dated April 22, 2016; ThirdAmendment to Lease, dated July 22, 2016.X10.24License Agreement between Harrison 160, LLC, as Licensor, and MRLVentures Inc., as Licensee, dated as of April 6, 2004; Addendums throughNovember 10, 2011.S-1/A333-17803010.142/3/201210.25Office Lease, dated May 9, 2012, by and between Yelp Inc. and Stockbridge138 New Montgomery LLC, as amended.X10.26Lease, dated July 31, 2014, by and between Yelp Inc. and 11 MadisonAvenue LLC.8-K001-3544410.18/6/201421.1Subsidiaries of Yelp Inc.X23.1Consent of Independent Registered Public Accounting Firm.X24.1Power of Attorney (included on signature page).X31.1Certification pursuant to Rule 13a-14(a)/15d-14(a).X31.2Certification pursuant to Rule 13a-14(a)/15d-14(a).X32.1†Certifications of Chief Executive Officer and Chief Financial Officer.X101.INS#XBRL Instance Document.X101.SCH#XBRL Taxonomy Extension Schema Document.X71Table of ContentsFiledIncorporated by Reference HerewithExhibit Number Exhibit Description FormFile No.ExhibitFiling Date101.CAL#XBRL Taxonomy Extension Calculation Linkbase Document.X101.DEF#XBRL Taxonomy Extension Definition Linkbase Document.X101.LAB#XBRL Taxonomy Extension Labels Linkbase Document.X101.PRE#XBRL Taxonomy Extension Presentation Linkbase Document.X*Indicates management contract or compensatory plan or arrangement.† The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and ExchangeCommission and are not to be incorporated by reference into any filing of Yelp Inc. under the Securities Act of 1933, as amended, or the SecuritiesExchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporationlanguage contained in such filing.72Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors andStockholders of Yelp Inc.San Francisco, CaliforniaWe have audited the accompanying consolidated balance sheets of Yelp Inc. and subsidiaries (the "Company") as of December 31, 2016 and 2015, andthe related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the periodended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on thefinancial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Yelp Inc. and subsidiaries as ofDecember 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, inconformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internalcontrol over financial reporting as of December 31, 2016, based on the criteria established in Internal Control — Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2017 expressed an unqualified opinion on theCompany's internal control over financial reporting.DELOITTE & TOUCHE LLPSan Francisco, CaliforniaMarch 1, 2017F-1Table of ContentsYelp Inc.CONSOLIDATED BALANCE SHEETS(In thousands, except share data)December 31,December 31,20162015AssetsCurrent assets: Cash and cash equivalents$ 272,201$ 171,613 Short-term marketable securities207,332199,214 Accounts receivable (net of allowance for doubtful accounts of $4,992 and $3,208 at December 31, 2016 and December 31, 2015, respectively)68,72552,755 Prepaid expenses and other current assets12,92119,700Total current assets561,179443,282Property, equipment and software, net92,44080,467Goodwill170,667172,197Intangibles, net32,61139,294Restricted cash17,31716,486Other non-current assets10,9923,701Total assets$ 885,206$ 755,427Liabilities and Stockholders’ EquityCurrent liabilities: Accounts payable$2,003$3,388 Accrued liabilities55,08243,458 Deferred revenue3,3142,931Total current liabilities60,39949,777Long-term liabilities17,62112,030Total liabilities78,02061,807Commitments and contingencies (Note 13)Stockholders’ equity:Common stock, $0.000001 par value — 200,000,000 and 500,000,000 shares authorized, 79,429,833 and 75,982,802 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively--Additional paid-in capital892,983774,022Accumulated other comprehensive loss(15,576)(13,519)Accumulated deficit(70,221)(66,883) Total stockholders’ equity807,186693,620Total liabilities and stockholders’ equity$885,206$755,427See notes to consolidated financial statements.F-2Table of ContentsYelp Inc.CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)Year Ended December 31, 2016 2015 2014Net revenue$ 713,069$ 549,711$ 377,536Costs and expenses: Cost of revenue (exclusive of depreciation and amortization60,36351,01524,382 shown separately below) Sales and marketing382,854301,764201,050 Product development138,549107,78665,181 General and administrative97,48180,86658,274 Depreciation and amortization35,34629,60417,590 Restructuring and integration3,455-- Total costs and expenses718,048571,035366,477Income (Loss) from operations(4,979)(21,324)11,059Other income, net1,694386221Income (Loss) before income taxes(3,285)(20,938)11,280Benefit from (Provision for) income taxes(1,385)(11,962)25,193Net income (loss) attributable to common stockholders (Class A and B)$(4,670)$(32,900)$36,473Net income (loss) per share attributable to common stockholders (Class A and B) Basic$(0.06)$(0.44)$0.51 Diluted$(0.06)$(0.44)$0.48Weighted-average shares used to compute net income (loss) per shareattributable to common stockholders (Class A and B)(1) Basic77,18674,68371,936 Diluted77,18674,68376,712(1) The structure of the Company’s common stock changed in the year ended December 31, 2016. Refer to Note 14 for details.See notes to consolidated financial statements.F-3Table of ContentsYelp Inc.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(In thousands)Year Ended December 31,201620152014Net income (loss) $ (4,670) $ (32,900) $ 36,473Other comprehensive loss: Foreign currency translation adjustments(2,057)(7,910)(8,795)Other comprehensive loss(2,057)(7,910)(8,795)Comprehensive income (loss)$(6,727)$(40,810)$27,678See notes to consolidated financial statementsF-4Table of ContentsYelp Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016(In thousands, except share data)AccumulatedAdditionalOtherTotalCommon StockPaid-InComprehensiveAccumulatedStockholders' Shares Amount Capital Income (Loss) Deficit EquityBalance—December 31, 201370,874,493$ -$553,753$ 3,186$ (70,456)$ 486,483Issuance of common stock upon exercises of employee stock options1,679,654-20,164--20,164Issuance of common stock upon release of restricted stock units (RSUs)90,656-----Issuance of common stock for employee stock purchase plan279,538-8,869--8,869Stock-based compensation (inclusive of capitalized stock-based compensation)--44,520--44,520Repurchase of common stock from employees(18,628)-(1,318)--(1,318)Issuance of common stock in connection with acquisition of SeatMe, Inc.14,869-----Excess tax benefit from share-based award activity--1,754--1,754Foreign currency translation adjustment---(8,795)-(8,795)Net income----36,47336,473Balance—December 31, 201472,920,582- 627,742 (5,609)(33,983)588,150Issuance of common stock upon exercises of employee stock options935,143-12,255--12,255Issuance of common stock upon release of restricted stock units (RSUs)422,981-----Issuance of common stock for employee stock purchase plan312,697-8,911--8,911Stock-based compensation (inclusive of capitalized stock-based compensation)--63,887--63,887Repurchase of common stock from employees(12,022)-(482)--(482)Issuance of common stock in connection with acquisition of SeatMe, Inc.577-----Issuance of common stock in connection with acquisition of Eat24Hours.com, Inc.1,402,844-59,158--59,158Excess tax benefit from share-based award activity--2,551--2,551Foreign currency translation adjustment---(7,910)-(7,910)Net loss----(32,900)(32,900)Balance—December 31, 201575,982,802- 774,022(13,519)(66,883)693,620Cumulative effect adjustment upon adoption of ASU 2016-09(1)--(1,163)-1,332169Issuance of common stock upon exercises of employee stock options1,290,836-20,599--20,599Issuance of common stock upon release of restricted stock units (RSUs)1,814,138-----Issuance of common stock for employee stock purchase plan342,057-8,923--8,923Stock-based compensation (inclusive of capitalized stock-based compensation)--90,602--90,602Foreign currency translation adjustment---(2,057)-(2,057)Net loss----(4,670)(4,670)Balance—December 31, 201679,429,833$-$892,983$(15,576)$(70,221)$807,186(1) Adopted on a modified retrospective basis; refer to significant accounting policies in Note 2 for details regarding this adoption.See notes to consolidated financial statements.F-5Table of ContentsYelp Inc.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)Year Ended December 31, 2016 2015 2014OPERATING ACTIVITIES: Net loss$ (4,670)$ (32,900)$ (36,473) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization35,34629,60417,590 Provision for doubtful accounts and sales returns17,26116,7887,238 Stock-based compensation86,26160,84242,273 Recording (release) of valuation allowance1,35120,341(28,197) Loss on disposal of assets2772134 Premium amortization, net, on marketable securities1,3481,190349 Excess tax benefit from stock-based award activity-(6,583)(1,834) Realized gain on investments-(4)- Changes in operating assets and liabilities: Accounts receivable(31,624)(25,279)(21,291) Prepaid expenses and other assets5,687(22,703)(4,011) Accounts payable, accrued expenses and other liabilities15,27815,894(8,927) Deferred revenue385(41)411 Net cash provided by operating activities126,90057,36257,932INVESTING ACTIVITIES: Purchases of marketable securities(274,965)(246,160)(210,459) Maturities of marketable securities265,500202,87053,002 Purchase of cost-method investment(8,000)-- Acquisition, net of cash received-(73,422)(14,340) Purchases of property, equipment and software(22,994)(31,127)(29,054) Proceeds from sale of property, equipment and software8813414 Capitalized website and software development costs(14,191)(11,734)(11,349) Purchases of intangible assets(179)(647)(1,724) Changes in restricted cash(831)1,404(14,764) Net cash used in investing activities(55,572)(158,682)(228,674)FINANCING ACTIVITIES: Proceeds from issuance of common stock for employee stock-based plans29,52221,16629,033 Excess tax benefit from share-based award activity-6,5831,834 Repurchase of common stock-(482)(1,318) Contingent consideration payment-(825)- Net cash provided by financing activities29,52226,44229,549EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(262)(821)(1,259)CHANGE IN CASH AND CASH EQUIVALENTS100,588(75,699)(142,452)CASH AND CASH EQUIVALENTS—Beginning of period171,613247,312389,764CASH AND CASH EQUIVALENTS—End of period$272,201$171,613$247,312SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: Cash paid for income taxes, net of refunds$813$352$1,972SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Purchases of property, equipment and software recorded in accounts payable and accrued liabilities$989$2,233$6,543 Goodwill measurement period adjustment146(255)- Contingent consideration related to acquisitions--(835) Issuance of common stock in connection with acquisition-59,158-See notes to consolidated financial statements.F-6Table of ContentsYelp Inc.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, 2016, 2015 AND 20141. ORGANIZATION AND DESCRIPTION OF BUSINESSYelp Inc. was incorporated in Delaware on September 3, 2004. Except where specifically noted or the context otherwise requires, the use of terms such asthe “Company” and “Yelp” in these Notes to Consolidated Financial Statements refers to Yelp Inc. and its subsidiaries.Yelp connects people with great local businesses by bringing “word of mouth” online and providing a platform for businesses and consumers to engageand transact. Yelp’s platform is transforming the way people discover local businesses; every day, millions of consumers visit its website or use its mobile appto find great local businesses to meet their everyday needs. Businesses of all sizes use the Yelp platform to engage with consumers at the critical momentwhen they are deciding where to spend their money.The Company consists of Yelp Inc. and 15 wholly-owned entities. Yelp UK Ltd was incorporated on December 1, 2008, Darwin Social Marketing Inc. wasincorporated on February 24, 2009, Yelp Ireland Limited was incorporated on May 31, 2010, Yelp Ireland Holding Company Limited was incorporated onJune 16, 2010, Yelp France SAS was incorporated on July 8, 2010, Yelp Italia S.r.l. was incorporated on June 27, 2011, Yelp Australia Pty. Ltd wasincorporated on August 9, 2011, Yelp Spain, S.L. was incorporated on May 4, 2012, Yelp Singapore PTE Ltd was incorporated on June 15, 2012, Yelp BrazilServiços de Marketing Ltda. was incorporated on May 29, 2013, Yelp Japan, G.K. was incorporated on September 20, 2013 and Darwin Sweden AB wasincorporated on September 4, 2014. Yelp GmbH (formerly Qype GmbH) and Qype SARL (collectively, “Qype”) were acquired on October 23, 2012. Eat24,LLC (the successor to Eat24Hours.com, Inc.) (“Eat24”) was acquired on February 9, 2015 (see Note 5). The financial results of these subsidiaries are includedwithin the consolidated financial statements of the Company presented herein.Basis of Presentation—The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in theUnited States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.Certain Significant Risks and Uncertainties—The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. Forexample, the Company’s management believes that changes in any of the following areas could have a significant negative impact on the Company in termsof its future financial position, results of operations or cash flows: rates of revenue growth; traffic to the Company’s websites and mobile applications and thenumber of reviews and advertisers they attract; reliance on search engines and the placement and prominence in results rankings; the quality and reliability ofreviews; scaling and adaptation of existing technology and network infrastructure; management of the Company’s growth; expansion of Yelp communities;protection of the Company’s brand, reputation and intellectual property; industry competition; qualified employees and key personnel; intellectual propertyinfringement and other claims; and changes in government regulation affecting the Company’s business, among other things.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESUse of Estimates—The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of theconsolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on informationavailable as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates.Foreign Currency Translation—The consolidated financial statements of the Company’s foreign subsidiaries are measured using the local currency asthe functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues andexpenses are translated at average exchange rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensiveloss, a separate component of stockholders’ equity.F-7Table of ContentsCash and Cash Equivalents—The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit andmoney market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash and cash equivalents primarilyconsist of amounts held in interest-bearing money market funds that were readily convertible to cash. The fair value of cash and cash equivalentsapproximates their carrying value.Marketable Securities—The Company determines the classification of its marketable securities at the time of purchase and re-evaluates thesedeterminations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold thesecurities to maturity. Held-to-maturity securities are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortizedcost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, and is included in interest income. Held-to-maturitysecurities with less than one year to maturity are included in short-term marketable securities. All other held-to-maturity securities are classified as long-termsecurities.Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash andcash equivalents and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses tobe of high credit quality, in order to limit the exposure of each investment.Credit risk with respect to accounts receivable is dispersed due to the Company’s large number of customers. In addition, the Company’s credit risk ismitigated by the relatively short collection period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtfulaccounts receivable balances. The allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of thepotential risk of loss associated with delinquent accounts. When new information becomes available to indicate that the estimate provided for the allowancewas incorrect, an adjustment, which is considered a change in the estimate, is made. The carrying value of accounts receivable approximates their fair value.As of December 31, 2016, 2015 and 2014, there were no customers that accounted for more than 10% of total accounts receivable.The following table presents the changes in the allowance for doubtful accounts (in thousands):Year Ended December 31, 2016 2015 2014Allowance for doubtful accounts:Balance, beginning of period$ 3,208$ 1,627$ 810 Add: bad debt expense15,91310,2716,369 Less: write-offs, net of recoveries(14,129)(8,690)(5,552)Balance, end of period$4,992$3,208$1,627Property, Equipment and Software—Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciationis computed using the straight-line method over the estimated useful lives of the assets, which are approximately three to five years. Leasehold improvementsare amortized over the shorter of the lease term or 10 years.Website and Internal-Use Software Development Costs—Costs related to website and internal-use software are primarily related to the Company’swebsite, including support systems. The Company capitalizes its costs to develop software when preliminary development efforts are successfully completed,management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended.Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years. Costs incurred prior tomeeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expectedto result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades.F-8Table of ContentsThe Company capitalized $19.2 million, $14.7 million and $13.9 million in website and internal-use software costs during the years ended December 31,2016, 2015 and 2014, respectively, which are included in property, equipment and software, net on the consolidated balance sheets. Amortization expenserelated to website and internal-use software was $12.3 million, $8.4 million and $4.6 million for the years ended December 31, 2016, 2015 and 2014,respectively.The Company wrote off $0.1 million, $0.1 million and $0.0 million of website and internal-use software costs in the years ended December 31, 2016,2015 and 2014, respectively. The retirements were related to obsolete projects no longer supported by the Company. The loss on disposition of the projectshas been included in depreciation and amortization expense in the Company’s consolidated statements of operations.Business Combinations—The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs asbusiness combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assetsacquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expensesand integration costs are expensed as incurred. During the measurement period, the Company records adjustments to the assets acquired and liabilitiesassumed with the corresponding offset to goodwill. After the measurement period, which could be up to one year after the transaction date, subsequentadjustments are recorded to the Company’s consolidated statements of operations.Goodwill—Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assetsacquired. The carrying amount of goodwill is reviewed at least annually, or more frequently if events or changes in circumstances indicate that the carryingvalue of goodwill may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not thatthe fair value of its single reporting operating unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-stepgoodwill impairment test under the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”). If the Company determines that itis more likely than not that its fair value is less than the carrying amount, or opts not to perform a qualitative assessment, then the two-step goodwillimpairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. Ifthe carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring theimpairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount overthe applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment charges have beenrecorded to date.Intangible Assets—Intangible assets include acquired intangible assets identified through business combinations, which are carried at fair value lessaccumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Amortization is recorded over theestimated useful lives of the assets, generally two years to 12 years. The Company reviews amortizable intangible assets to be held and used for impairmentwhenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is basedon the lowest level of identifiable estimated undiscounted cash flows resulting from the use of the asset and its eventual disposition. Measurement of anyimpairment loss is based on the excess of the carrying value of the asset over its fair value. No impairment charges have been recorded to date.Cost-Method Investments—Nonmarketable equity investments, that the Company has determined do not meet the criteria for accounting under theequity method of accounting, are accounted for using the cost method of accounting and classified as “Other non-current assets” on the consolidated balancesheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions andadditional investments. The carrying amount of investments is reviewed if events or changes in circumstances indicate that the carrying value may not berecoverable.F-9Table of ContentsImpairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of—The Company evaluates its long-lived assets for impairment wheneverevents or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used ismeasured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets areconsidered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value ofthe assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.Revenue Recognition—The Company generates revenue from its advertising products, transactions, other services and, through the end of 2015, brandadvertising. The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, service has beenprovided to the customer, the amount to be paid by the customer is fixed or determinable, and collection is reasonably assured. Payments received in advanceof services being rendered are recorded as deferred revenue and recognized over the requisite service period.Advertising. The Company generates advertising revenue primarily through the display of advertising products on its website and mobile app. Thesearrangements are evidenced by either written or electronic acceptance of an agreement that stipulates the types of advertising to be delivered, the timing andpricing. Performance-based advertising placements are priced on a cost-per-click basis through an auction, while impression-based ads are delivered pursuantto fixed monthly fee advertising plans. The Company recognizes revenue from the delivery of performance-based ads in the period of delivery and from thedelivery of impression-based ads ratably over the service period, in each case net of customer discounts. The Company also generates advertising revenuethrough indirect sales of advertising products, such as through reseller agreements that allow partners to sell Yelp Branded Profiles to their clients and themonetization of remnant advertising inventory through third-party ad networks.Transactions. The Company generates transactions revenue from Yelp Eat24, revenue-sharing partner arrangements and the sale of vouchers through theCompany’s “Yelp Deals” and “Gift Certificates.” Yelp Eat24 generates revenue through arrangements with restaurants, in which restaurants pay a commissionpercentage fee on orders placed through the Yelp Eat24 platform. The Company records revenue associated with Yelp Eat24 transactions on a net basis. YelpPlatform partnerships provide consumers with the ability to complete food delivery and other transactions through third parties directly on Yelp. TheCompany earns a fee on Platform partnerships for acting as an agent for these transactions, which it record on a net basis and include in revenue uponcompletion of a transaction. Yelp Deals allow merchants to promote themselves and offer discounted goods and services on a real-time basis to consumersdirectly on the Company’s website and mobile app. The Company earns a fee on Yelp Deals for acting as an agent in these transactions, which are recordedon a net basis and included in revenue upon sale of the deal. The Company records a sales allowance for potential Yelp Deals refunds based on theCompany’s estimate of future refunds. Gift Certificates allow merchants to sell full-priced gift certificates directly to consumers through their business listingpages. The Company earns a fee based on the amount of the Gift Certificate sold, which it records on a net basis and includes in revenue upon a consumer’spurchase of the Gift Certificate.Brand Advertising. Through the end of 2015, the Company generated brand advertising revenue through the sale of graphic and text displayadvertisements on its website. The Company recognized revenue from the sale of impression-based advertisements on its online network in the period inwhich the advertisements (“impressions”) were delivered, net of customer discounts. The Company also generated brand revenue from fixed-price brandsponsorships that were recognized ratably over the service period. The arrangements were evidenced by insertion orders or contracts that stipulate the typesof advertising delivered and the pricing.Other Services. The Company generates other revenue through subscription services, such as sales of monthly subscriptions to its Yelp Reservationsproduct, licensing payments for access to Yelp data and other non-advertising, non-transaction partnerships. Subscription revenues are recognized ratablyover the contract terms beginning on the commencement date of each contract, which is the date the service is made available to customers.Multiple Element Arrangements. The Company enters into arrangements with its customers to sell advertising packages that include different mediaplacements or ad services that are delivered at the same time, or within close proximity of one another.F-10Table of ContentsThe Company allocates arrangement consideration in multiple-deliverable arrangements at the inception of the arrangement to all deliverables or thosepackages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the sellingprice hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”), if available; (2) third-party evidence (“TPE”), if VSOE is not available;and (3) best estimate of selling price (“BESP”), if neither VSOE nor TPE is available.VSOE—The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately.In determining VSOE, the Company requires that a substantial majority of the standalone selling prices for these services fall within a reasonably narrowprice range; however, the Company has not historically sold a large volume of advertising products on a standalone basis. As a result, the Company has notbeen able to establish VSOE for any of its advertising products.TPE—When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether itcan establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, theCompany’s go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricingof services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services’ selling prices are on a standalonebasis. As a result, the Company has not been able to establish selling price based on TPE.BESP—When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. Theobjective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a standalone basis. BESP is generally usedto allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by consideringmultiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. TheCompany limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on futureperformance or future deliverables. The Company will regularly review BESP. Changes in assumptions or judgments or changes to elements in thearrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period.The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognitioncriteria are met.Cost of Revenue—The Company’s cost of revenue primarily consists of credit card processing fees, web hosting, salaries, benefits and stock-basedcompensation expense for its infrastructure teams related to operating the Company’s website and mobile app. It also includes food delivery related costs aswell as creative design for brand advertising and video production expenses. All costs are expensed when incurred.Stock-Based Compensation—The Company accounts for stock-based employee compensation plans under the fair value recognition and measurementprovisions in accordance with applicable accounting standards, which require all stock-based payments to employees, including grants of stock options,restricted stock awards, restricted stock units and issuances under its 2012 Employee Stock Purchase Plan, as amended (“ESPP”), to be measured based on thegrant-date fair value of the awards.Prior to January 1, 2016, stock-based compensation expense was recorded net of estimated forfeitures in the Company’s consolidated statements ofincome (loss) and, accordingly, was recorded for only those stock-based awards that the Company expected to vest. The Company estimated the forfeiturerate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances, if any. The Company revised itsestimated forfeiture rate if actual forfeitures differed from its initial estimates.Effective as of January 1, 2016, the Company adopted a change in accounting policy in accordance with Accounting Standards Update 2016-09,“Compensation—Stock Compensation (Topic 718)” (“ASU 2016-09”) to account for forfeitures as they occur. The change was applied on a modifiedretrospective basis with a cumulative effect adjustment to retained earnings of $1.1 million (which reduced the accumulated deficit) as of January 1, 2016. Noprior periods were recast as a result of this change in accounting policy.F-11Table of ContentsAdvertising Expenses— Advertising costs are expensed in the period in which the advertising takes place. Costs of producing advertising are expensedin the period in which production takes place. Total advertising expenses incurred were $46.9 million, $30.9 million and $8.1 million for the years endedDecember 31, 2016, 2015 and 2014, respectively.Comprehensive Income (Loss)—Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includescertain changes in equity that are excluded from net income (loss). Specifically, it includes foreign currency translation adjustments.Income Taxes—The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets andliabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimatingfuture tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowancesare provided to reduce deferred tax assets to the amount that is more likely than not to be realized.The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencieswhenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Taxcontingencies are based upon their technical merits, relative tax law and the specific facts and circumstances as of each reporting period. Changes in facts andcircumstances could result in material changes to the amounts recorded for such tax contingencies.The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained onexamination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such aposition are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.Effective as of January 1, 2016, the Company early adopted a change in accounting policy in accordance with ASU 2016-09, which eliminated therequirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit could be recognized as an increase inpaid in capital. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1,2016, the start of the year in which the Company early adopted ASU 2016-09. The U.S. federal and state net operating losses and credits recognized as ofJanuary 1, 2016, as described above, have been offset by a valuation allowance. As a result, only the Ireland net operating losses resulted in a cumulative-effect adjustment to retained earnings of $0.2 million (which reduced the accumulated deficit) as of January 1, 2016. Additionally, ASU 2016-09 addressesthe presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits asan operating activity in the same manner as other cash flows related to income taxes on the statement of cash flows rather than as a financing activity. TheCompany adopted this change prospectively.Employee Benefit Plan—The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contributea portion of their annual compensation up to a maximum annual amount set by the Internal Revenue Service (“IRS”). Employer contributions under this planwere $3.8 million, $2.9 million and $1.9 million for the years ended December 31, 2016, 2015 and 2014, respectively.Recent Accounting Pronouncements Not Yet Effective—In May 2014, the Financial Accounting Standards Board (“FASB”) issued AccountingStandards Update 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in“Revenue Recognition (Topic 605),” and requires entities to recognize revenue when they transfer promised goods or services to customers, in an amountthat reflects the consideration that the entity expects to be entitled to in exchange for such goods or services. As currently issued and amended, ASU 2014-09is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption ispermitted for annual reporting periods beginning after December 15, 2016. In December 2016, the FASB issued guidance on Technical Corrections andImprovements to Topic 606, Revenue from Contracts with Customers.F-12Table of ContentsThe new revenue standard may be applied retrospectively to each prior period presented "full retrospective", or retrospectively with the cumulative effectrecognized as of the date of adoption- "modified retrospective". The Company expects the requirement to defer incremental contract acquisition costs andrecognize them over the contract period or expected customer life will result in the recognition of a deferred charge on our balance sheets. The Company iscurrently in the process of evaluating the impact of the adoption of ASU 2014-09 and the related implementation guidance on its consolidated financialstatements.In January 2016, FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities(Subtopic 825-10)” (“ASU 2016-01”). The new standard provides guidance for the recognition, measurement, presentation and disclosure of financialinstruments. This guidance is effective for annual and interim periods beginning after December 15, 2017 and early adoption is not permitted. The Companyis currently evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements.In February 2016, FASB issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). The new guidance generally requires an entity torecognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the firstinterim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modifiedretrospective transition for existing leases to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU2016-02 on its consolidated financial statements.In August 2016, FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-15”). The newguidance provides clarity around the cash flow classification for specific issues in an effort to reduce the current and potential future diversity in practice. Thestandard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. TheCompany is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements.In November 2016, FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Subtopic 230)” (“ASU 2016-18”). The newguidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generallydescribed as restricted cash or restricted cash equivalents. The standard will be effective for the first interim period within annual reporting periods beginningafter December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-18 on itsconsolidated financial statements.3. FAIR VALUE OF FINANCIAL INSTRUMENTSThe Company’s investments in money market accounts are recorded as cash equivalents at fair value in the consolidated financial statements. All otherfinancial instruments are classified as held-to-maturity investments and, accordingly, are recorded at amortized cost; however, the Company is required todetermine the fair value of these investments on a recurring basis to identify any potential impairment. The accounting guidance for fair value measurementsprioritizes the inputs used in measuring fair value in the following hierarchy:Level 1—Observable inputs, such as quoted prices in active markets,Level 2—Inputs other than quoted prices in active markets that are observable either directly or indirectly, orLevel 3—Unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions.This hierarchy requires the Company to use observable market data, when available, to minimize the use of unobservable inputs when determining fairvalue. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in activemarkets. The Company’s commercial paper, corporate bonds, agency bonds and agency discount notes are classified within Level 2 of the fair valuehierarchy because they have been valued using inputs other than quoted prices in active markets that are observable directly or indirectly.F-13Table of ContentsThe following table represents the Company’s financial instruments measured at fair value as of December 31, 2016 and December 31, 2015 (inthousands):December 31, 2016December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalCash Equivalents: Money market funds$ 152,423$ -$ -$ 152,423$ 86,660$ -$ -$ 86,660 Agency bonds-----4,999-4,999Marketable Securities: Commercial paper-45,894-45,894-36,981-36,981 Corporate bonds-9,006-9,006-18,024-18,024 Agency bonds-152,394-152,394-132,102-132,102 Agency discount notes-----11,986-11,986Total cash equivalents and marketable securities$152,423$207,294$-$359,717$86,660$204,092$-$290,7524. MARKETABLE SECURITIESThe amortized cost, gross unrealized gains and losses, and fair value of securities held-to-maturity, all of which mature within one year, as of December31, 2016 and December 31, 2015 were as follows (in thousands):As of December 31, 2016GrossGrossUnrealizedUnrealized Amortized Cost Gains Losses Fair ValueShort-term marketable securities: Commercial paper$45,894$-$ -$45,894 Corporate bonds9,009-(3)9,006 Agency bonds152,42918(53)152,394Total marketable securities$207,332$18$(56)$207,294 As of December 31, 2015GrossGrossUnrealizedUnrealized Amortized Cost Gains Losses Fair ValueShort-term marketable securities: Commercial paper$36,981$-$ -$36,981 Corporate bonds18,0272(5)18,024 Agency bonds132,224-(122)132,102 Agency discount notes11,9824-11,986Total marketable securities$199,214$6$(127)$199,093F-14Table of ContentsThe following tables present gross unrealized losses and fair values for those securities that were in an unrealized loss position as of December 31, 2016and December 31, 2015, aggregated by investment category and the length of time that the individual securities have been in a continuous loss position (inthousands):As of December 31, 2016Less Than 12 Months12 Months or GreaterTotal Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized LossCorporate bonds$ 8,006$ (3)$ -$ -$ 8,006$ (3)Agency bonds92,018(53)--92,018(53)Total$100,024$(56)$-$-$100,024$(56) As of December 31, 2015Less Than 12 Months12 Months or GreaterTotal Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized LossCorporate bonds$ 10,021$ (5)$ -$-$ 10,021$ (5)Agency bonds127,102(122)--127,102(122)Total$137,123$(127)$-$-$137,123$(127)The Company periodically reviews its investment portfolio for other-than-temporary impairment. The Company considers such factors as the duration,severity and reason for the decline in value, and the potential recovery period. The Company also considers whether it is more likely than not that it will berequired to sell the securities before the recovery of their amortized cost basis, and whether the amortized cost basis cannot be recovered as a result of creditlosses. During the three months and year ended December 31, 2016, the Company did not recognize any other-than-temporary impairment loss.5. ACQUISITIONS2015 AcquisitionOn February 9, 2015, the Company acquired Eat24Hours.com, Inc. In connection with the acquisition, all of the outstanding capital stock of Eat24 wasconverted into the right to receive an aggregate of approximately $75.0 million in cash, less certain transaction expenses, and 1,402,844 shares of Yelp ClassA common stock with an aggregate fair value of approximately $59.2 million, as determined on the basis of the closing market price of the Company’s ClassA common stock on the acquisition date. Of the total consideration paid in connection with the acquisition, $16.5 million in cash and 308,626 shares wereinitially held in escrow to secure indemnification obligations. The balance remaining in the escrow fund was $3.4 million in cash as of December 31, 2016.The key purpose underlying the acquisition was to obtain an online food ordering solution to drive daily engagement in the Company’s key restaurantvertical.F-15Table of ContentsThe acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “BusinessCombinations” (“ASC 805”), with the results of Eat24’s operations included in the Company’s consolidated financial statements from February 9, 2015. Theinitial purchase price allocation was as follows (in thousands): February 9, 2015Fair value of purchase consideration: Cash: Distributed to Eat24 stockholders$ 56,624 Held in escrow account16,500 Payable on behalf of Eat24 stockholders1,876 Total cash75,000 Class A common stock: Distributed to Eat24 stockholders46,143 Held in escrow account13,015 Total purchase consideration$134,158 Fair value of net assets acquired: Cash and cash equivalents$1,578 Intangibles39,600 Goodwill110,927 Other assets6,031 Total assets acquired158,136 Deferred tax liability(15,207) Other liabilities(8,771) Total liabilities assumed(23,978) Net assets acquired$134,158Estimated useful lives and the amount assigned to each class of intangible assets acquired are as follows:Intangible Asset Type Amount Assigned Useful LifeRestaurant relationships $ 17,400 12.0 yearsDeveloped technology$7,4005.0 yearsUser relationships$12,0007.0 yearsTrade name$2,8004.0 yearsWeighted average8.6 yearsThe intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets arebeing utilized. The goodwill results from the Company’s opportunity to drive daily engagement in its restaurant vertical and potentially expand Eat24’soffering to the U.S. restaurants listed on the Company’s platform. None of the goodwill is deductible for tax purposes.The Company recorded no acquisition-related costs for the year ended December 31, 2016 and $0.2 million in acquisition-related costs in the year endedDecember 31, 2015, which were included in the general and administrative expense in the accompanying consolidated statements of operations.The consolidated statements of operations for the year ended December 31, 2015 include $39.2 million of revenue attributable to Eat24.F-16Table of Contents2014 AcquisitionsIn October 2014, the Company, through its wholly-owned subsidiary, Yelp Ireland Ltd., acquired all of the outstanding equity interests in Cityvox SAS.Also in October 2014, the Company, through its wholly-owned subsidiaries Yelp Ireland Ltd. and Qype GmbH, acquired the assets comprising the businessconducted under the name Restaurant Kritik from Kabukiman Ltd. The aggregate purchase price of these businesses was $15.3 million, net of $0.1 millioncash acquired; the purchase price did not include stock in either transaction. Each of these acquisitions has been accounted for as a business combination inaccordance with ASC 805, under the acquisition method. Accordingly, the aggregate purchase price is allocated to the tangible and intangible assetsacquired and the liabilities assumed based on their respective fair values on the acquisition dates, and is subject to adjustment based on the purchase priceadjustment provisions contained in the acquisition agreements. The results of operations of the acquired companies have been included in the Company’sconsolidated financial statements from the respective acquisition dates. Net revenues, earnings since the acquisition and pro forma results of operations forthese acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate.During the three months ended December 31, 2014, the Company recorded acquisition-related transaction costs of $0.6 million, which were included ingeneral and administrative expense.Under the Restaurant Kritik asset purchase agreement, the Company agreed to pay an additional €0.8 million ($0.9 million at the acquisition date) inconsideration if the migration of Restaurant Kritik’s content to Yelp was completed within one year of the acquisition date. The estimated fair value of thecontingent consideration was approximately $0.8 million as of the acquisition date and the Company paid $0.8 million in the three months ended December31, 2015 in satisfaction of this liability.The following table presents the aggregate purchase price allocations of these individually immaterial acquisitions recorded in the Company’sconsolidated balance sheets of their acquisition dates (in thousands):Net tangible assets $ (277)Goodwill13,995Intangible assets1,546 Total purchase price (excluding contingent consideration)15,264Contingent consideration826 Total purchase price$16,090Estimated useful lives as of the acquisition dates of the intangible assets acquired are as follows:Intangible Type Useful LifeContent5.0 yearsDeveloped technology0.5 yearsTrade name2.0 years Weighted average4.3 yearsThe intangible assets are being amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets arebeing utilized. The goodwill represents the excess value over both tangible and intangible assets acquired. The goodwill in these transactions is primarilyattributable to traffic and the opportunity for expansion. None of the goodwill is deductible for tax purposes.F-17Table of Contents6. CASH AND CASH EQUIVALENTSCash and cash equivalents as of December 31, 2016 and 2015 consisted of the following (in thousands):December 31,December 31, 2016 2015Cash and cash equivalents Cash$ 119,778$ 79,954 Money market funds152,42391,659Total cash and cash equivalents$272,201$171,613The lease agreements for certain of the Company’s offices require the Company to maintain letters of credit issued to the landlords of each facility. Eachletter of credit is subject to renewal annually until the applicable lease expires and is collateralized by restricted cash. As of December 31, 2016 and 2015, theCompany had letters of credit totaling $17.3 million and $16.5 million, respectively, related to such leases, which are classified as restricted cash.7. PROPERTY, EQUIPMENT AND SOFTWARE, NETProperty, equipment and software, net as of December 31, 2016 and 2015 consisted of the following (in thousands):December 31,December 31, 2016 2015Computer equipment$ 28,551$ 26,004Software1,0791,213Capitalized website and internal-use software development costs61,51542,320Furniture and fixtures14,16210,771Leasehold improvements60,10147,552Telecommunication3,4572,970 Total168,865130,830Less accumulated depreciation(76,425)(50,363)Property, equipment and software, net$92,440$80,467Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was approximately $28.5 million, $23.0 million and $14.3 million,respectively.F-18Table of Contents8. GOODWILL AND INTANGIBLE ASSETSThe Company’s goodwill is the result of its acquisitions of other businesses, and represents the excess of purchase consideration over the fair value ofassets and liabilities acquired. The Company performed its annual goodwill impairment analysis during the three months ended September 30, 2016 andconcluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value.Goodwill as of December 31, 2016 and 2015, and changes in the carrying amount of goodwill during the years ended December 31, 2016 and 2015, wereas follows (in thousands):Balance as of December 31, 2014$ 67,307Goodwill measurement period adjustment(255)Goodwill acquired110,927Effect of currency translation(5,782)Balance as of December 31, 2015$172,197Goodwill measurement period adjustment146Effect of currency translation(1,676)Balance as of December 31, 2016$170,667Intangible assets at December 31, 2016 and 2015 consisted of the following (dollars in thousands):WeightedGrossNetAverageCarryingAccumulatedCarryingRemaining Amount Amortization Amount LifeDecember 31, 2016 Restaurant and user relationships$29,400$ (5,981)$23,4198.2 years Developed technology9,280(4,122)5,1583.1 years Content3,674(2,581)1,0932.0 years Trade name and other3,338(1,861)1,4772.1 years Domains and data licenses2,804(1,340)1,4643.0 years Advertiser relationships1,549(1,549)-0.0 yearsTotal$50,045$(17,434)$32,611 WeightedGrossNetAverageCarryingAccumulatedCarryingRemainingAmountAmortizationAmountLifeDecember 31, 2015: Restaurant and user relationships$ 29,400$ (2,817)$ 26,5839.1 years Developed technology9,295(2,441)6,8544.1 years Content3,922(2,066)1,8562.7 years Trade name and other3,350(1,139)2,2113.1 years Domains and data licenses2,625(835)1,7903.9 years Advertiser relationships1,708(1,708)-0.0 yearsTotal$50,300$(11,006)$39,294F-19Table of ContentsAmortization expense for the years ended December 31, 2016, 2015 and 2014 was $6.8 million, $6.5 million and $2.4 million, respectively.As of December 31, 2016, the estimated future amortization of purchased intangible assets for (i) each of the succeeding five years and (ii) thereafter is asfollows (in thousands):Year Ending December 31,Amount2017$ 6,76320186,28020195,39920203,40620213,166Thereafter 7,597Total amortization$32,6119. OTHER NON-CURRENT ASSETSOther non-current assets as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31,20162015Cost-method investments$8,000$-Other2,9923,701 Total$10,992$3,701F-20Table of ContentsCost-method investments represent the Company’s investment in the preferred stock of Nowait, Inc. a mobile platform that allows restaurants to managetheir waitlists, which was completed on July 15, 2016. The remaining other non-current assets are primarily deferred tax assets.10. ACCRUED LIABILITIESAccrued liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31,20162015Restaurant revenue share liability$17,372$12,654Accrued employee vacation6,1964,662Accrued income, payroll and other taxes5,4563,451Accrued marketing4,6332,144Accrued employee benefits and other employee expenses4,3373,631Accrued bonuses and commissions3,0794,546Accrued facilities and related2,4271,928Accrued consulting1,8241,763Deferred rent1,655786Employee stock purchase plan liability1,059817Merchant revenue share liability9801,212Fixed asset purchase commitments7231,318Other accrued expenses5,3414,546 Total$55,082$43,45811. LONG-TERM LIABILITIESLong-term liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31,20162015Deferred rent$16,896$11,324Other long-term liabilities725706 Total$17,621$12,03012. OTHER INCOME (EXPENSE), NETOther income (expense), net for the years ended December 31, 2016, 2015 and 2014 consisted of the following (in thousands):Year Ended December 31, 2016 2015 2014(in thousands)Interest income, net$ 1,724$ 622$ 375Transaction loss on foreign exchange(175)(687)(121)Other non-operating income (loss), net145451(33) Other income, net$1,694$386$221F-21Table of Contents13. COMMITMENTS AND CONTINGENCIESOffice Facility Leases—The Company leases its office facilities under operating lease agreements that expire from 2017 to 2025. Certain leaseagreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period. Rentalexpense was $36.8 million, $30.9 million and $14.6 million for the years ended December 31, 2016, 2015 and 2014, respectively.The Company’s minimum payments under noncancelable operating leases for equipment and office space having initial terms in excess of one year wereas follows as of December 31, 2016 (in thousands):OperatingYear Ending December 31, Leases2017$ 42,321201844,3552019 44,449202045,892202138,095Thereafter92,401Total minimum lease payments$307,513The Company has subleased certain office facilities under operating lease agreements that expire in 2021. The Company recognizes sublease rentals as areduction in rental expense on a straight-line basis over the lease period. Sublease rental income was $2.0 million, $1.4 million, and zero for the years endedDecember 31, 2016, 2015, and 2014, respectively. The Company expects future sublease rental receipts of $8.3 million between 2017 and 2021.Legal Proceedings—The Company is subject to legal proceedings arising in the ordinary course of business. Although the results of litigation andclaims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these matters will have a material adverseeffect on the Company’s business, financial position, results of operations or cash flows.In August 2014, two putative class action lawsuits alleging violations of federal securities laws were filed in the U.S. District Court for the NorthernDistrict of California, naming as defendants the Company and certain of its officers. The lawsuits allege violations of the Exchange Act by the Company andcertain of its officers for allegedly making materially false and misleading statements regarding the Company’s business and operations between October 29,2013 and April 3, 2014. These cases were subsequently consolidated and, in January 2015, the plaintiffs filed a consolidated complaint seeking unspecifiedmonetary damages and other relief. Following the court’s dismissal of the consolidated complaint on April 21, 2015, the plaintiffs filed a first amendedcomplaint on May 21, 2015. On November 24, 2015, the court dismissed the first amended complaint with prejudice, and entered judgment in theCompany’s favor on December 28, 2015. The plaintiffs have appealed this decision to the U.S. Court of Appeals for the Ninth Circuit.On April 23, 2015, a putative class action lawsuit was filed by former Eat24 employees in the Superior Court of California for San Francisco County,naming as defendants the Company and Eat24. The lawsuit asserts that the defendants failed to permit meal and rest periods for certain current and formeremployees working as Eat24 customer support specialists, and alleges violations of the California Labor Code, applicable Industrial Welfare CommissionWage Orders and the California Business and Professions Code. The plaintiffs seek monetary damages in an unspecified amount and injunctive relief. OnMay 29, 2015, plaintiffs filed a first amended complaint asserting an additional cause of action for penalties under the Private Attorneys General Act. InJanuary 2016, the Company reached a preliminary agreement to settle this matter, which the court preliminarily approved on June 27, 2016. The settlementreceived final court approval on December 5, 2016 and the $550 thousand settlement amount was paid on February 10, 2017.F-22Table of ContentsOn June 24, 2015, a former Eat24 sales employee filed a lawsuit, on behalf of herself and a putative class of current and former Eat24 sales employees,against Eat24 in the Superior Court of California for San Francisco County. The lawsuit alleges that Eat24 failed to pay required wages, including overtimewages, allow meal and rest periods and maintain proper records, and asserts causes of action under the California Labor Code, applicable Industrial WelfareCommission Wage Orders and the California Business and Professions Code. The plaintiff seeks monetary damages and penalties in unspecified amounts, aswell as injunctive relief. On August 3, 2015, the plaintiff filed a first amended complaint asserting an additional cause of action for penalties under thePrivate Attorneys General Act. In January 2016, the Company reached a preliminary agreement to settle this matter for payments in the aggregate amount ofup to approximately $0.2 million, which the court preliminarily approved on August 29, 2016. The settlement received final court approval on February 1,2017.Based on the settlement agreements reached in connection with the two lawsuits by former Eat24 employees described above, the Company recognized aliability for each of the proposed settlement amounts as part of its accrued liabilities as of December 31, 2016. In February 2016, $1.1 million was released tothe Company from the escrow fund established in connection with the acquisition of Eat24, to fund such settlement amounts and related legal expenses.Indemnification Agreements—In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers,vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of suchagreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company hasentered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnifythem against certain liabilities that may arise by reason of their status or service as directors, officers or employees.While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnificationarrangements will have a material effect on the Company’s financial position, results of operations or cash flows.Payroll Tax Audit—In June 2015, the IRS began a payroll tax audit of the Company for 2014 and 2013. The Company has assessed the estimated rangeof such loss and, as of December 31, 2016, a liability of $0.5 million has been recorded. The Company expects the audits and any related assessments to befinalized in 2017.14. STOCKHOLDERS’ EQUITYElimination of Dual-Class Common Stock StructureOn September 22, 2016, all outstanding shares of the Company’s Class A common stock and Class B common stock automatically converted into a singleclass of common stock (the “Conversion”) pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation. On September 23,2016, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of the Class A commonstock and Class B common stock. This certificate of retirement had the additional effect of eliminating the authorized Class A and Class B shares, therebyreducing the Company’s total number of authorized shares of common stock from 500,000,000 to 200,000,000.F-23Table of ContentsThe following table presents the number of shares authorized and issued and outstanding as of the dates indicated:December 31, 2016December 31, 2015SharesSharesSharesIssued andSharesIssued and Authorized Outstanding Authorized OutstandingStockholders’ equity:Class A common stock, $0.000001 par value——200,000,00066,535,156Class B common stock, $0.000001 par value——100,000,0009,447,646Common stock, $0.000001 par value200,000,00079,429,833200,000,000—Undesignated Preferred Stock10,000,000—10,000,000—Common Stock Reserved for Future IssuanceAs of December 31, 2016, the Company had reserved shares of common stock for future issuances in connection with the following:Options outstanding8,018,941Restricted stock units and awards outstanding7,090,465Available for future stock option and restricted stock units and awards grants2,787,277Available for future ESPP offerings1,303,913Total reserved for future issuance19,200,596Equity Incentive PlansThe Company has outstanding awards under three equity incentive plans: the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), the2011 Equity Incentive Plan (the “2011 Plan”) and the 2012 Equity Incentive Plan, as amended (the “2012 Plan”). In July 2011, the Company adopted the2011 Plan, terminated the 2005 Plan and provided that no further stock awards were to be granted under the 2005 Plan. All outstanding stock awards underthe 2005 Plan continue to be governed by their existing terms. Upon the effectiveness of the underwriting agreement in connection with the Company’sinitial public offering (“IPO”), the Company terminated the 2011 Plan and all shares that were reserved under the 2011 Plan but not issued were assumed bythe 2012 Plan. No further awards will be granted pursuant to the 2011 Plan. All outstanding stock awards under the 2011 Plan continue to be governed bytheir existing terms. Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciationrights, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performance units and performance shares. Additionally, the 2012 Plan provides forthe grant of performance cash awards to employees, directors and consultants.Stock OptionsStock options granted under the 2012 Plan are granted at a price per share not less than the fair value of a share of the Company’s common stock at date ofgrant. Options granted to date generally vest over a four-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remainingshares vesting monthly thereafter; (b) 10% vesting over the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vestingover the fourth year; or (c) ratably on a monthly basis. Options granted are generally exercisable for up to 10 years. The Company issues new shares whenstock options are exercised.F-24Table of ContentsA summary of stock option activity for the year ended December 31, 2016 is as follows:Options OutstandingWeighted-AverageWeighted-RemainingAggregateAverageContractualIntrinsicNumber ofExerciseTerm (inValue (in Shares Price years) thousands)Outstanding - December 31, 20158,206,356$20.936.44$92,454Granted1,341,25023.58Exercised (1,290,205)15.95Canceled(238,460)36.59Outstanding - December 31, 20168,018,941$21.716.10$147,673Options vested and exercisable as of December 31, 20166,292,994$19.185.44$128,488Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $23.23 million, $26.2 million and $108.7 million for the years endedDecember 31, 2016, 2015 and 2014, respectively.The weighted-average grant date fair value of options granted was $10.16, $22.48 and $41.84 per share for the years ended December 31, 2016, 2015 and2014, respectively.As of December 31, 2016, total unrecognized compensation costs related to unvested stock options was approximately $21 million, which is expected tobe recognized over a weighted-average time period of 2.2 years.The following table summarizes information about outstanding and vested stock options as of December 31, 2016:Options Vested andOptions OutstandingExercisableWeighted-WeightedWeightedNumber ofAverageAverageAverageOptionsRemainingExerciseNumber ofExerciseExercise Price Range Outstanding Life (Years) Price Options Price$1.00 - $6.9288,8162.86$4.4884,649$4.45$7.162,196,6344.017.162,196,6347.16$8.16 - $18.85803,3435.6515.43728,69615.04$18.91 - $21.13 733,5219.0620.53280,55120.55$21.18 1,533,8036.1021.181,437,80121.18$21.24 - $26.03936,2346.9524.01606,25625.02$26.89 - $45.50890,6377.0831.49565,51932.46$47.79 - $78.18818,0287.7356.18382,09760.02$82.429,0257.3379.064,48879.21$94.428,9007.1694.426,30394.42Total8,018,9416.10$21.716,292,994$19.18F-25Table of ContentsRSUs and RSAsThe cost of RSUs and RSAs is determined using the fair value of the Company’s common stock on the date of grant. RSUs and RSAs generally vest over afour-year period, on one of three schedules: (a) 25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter; (b) 10% vestingover the first year, 20% vesting over the second year, 30% vesting over the third year and 40% vesting over the fourth year; or (c) ratably on a quarterly basis.A summary of RSU and RSA activity for the year ended December 31, 2016 is as follows:Restricted Stock UnitsRestricted Stock AwardsWeighted-NumberWeighted-Number ofAverage GrantofAverage Grant Shares Date Fair Value Shares Date Fair ValueUnvested--December 31, 20154,093,204$39.45312$11.68Granted5,879,39028.51--Released(1,813,712)35.29(312)11.68Canceled (1,068,417)32.92--Unvested--December 31, 20167,090,465$32.430$-As of December 31, 2016, the Company had approximately $208.8 million of unrecognized stock-based compensation expense related to RSUs andRSAs, which is expected to be recognized over the remaining weighted-average vesting period of approximately 3.0 years.Employee Stock Purchase PlanThe ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of theireligible compensation, subject to any plan limitations, during designated offering periods. At the end of each offering period that began prior to December 1,2014, employees were able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of theoffering period or on the last day of the offering period. At the end of each offering period that began December 1, 2014 or later, employees are able topurchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period.During the year ended December 31, 2016, employees purchased 342,057 shares at a weighted-average purchase price of $26.12 per share. The Companyrecognized $1.5 million of stock-based compensation expense related to the ESPP in the year ended December 31, 2016.Stock-Based CompensationThe fair value of options granted to employees is estimated on the grant date using the Black-Scholes-Merton option valuation model. This valuationmodel for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation,including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility in the fair market valueof the Company’s common stock, a risk-free interest rate, and expected dividends. No compensation cost is recorded for options that do not vest. TheCompany uses the simplified calculation of expected life and volatility is based on an average of the historical volatilities of the common stock of severalentities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant forperiods corresponding with the expected life of the option.F-26Table of ContentsThe Company uses the straight-line method for expense attribution. For the years ended December 31, 2016, 2015 and 2014, the weighted-averageassumptions are as follows:Year Ended December 31, 2016 2015 2014Dividend yield---Annual risk-free rate1.53%1.78%2.07%Expected volatility44.00%49.27%57.56%Expected term (years)5.846.116.17The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the consolidated statements ofoperations during the periods presented (in thousands):Year Ended December 31, 2016 2015 2014Cost of Revenue$2,446$1,117$729Sales and marketing 27,098 21,962 15,083Product Development36,32323,43114,804General and administrative20,39414,33211,657Restructuring and integration---Total stock-based compensation in income (loss) beforeincomes taxes86,26160,84242,273Benefit from income taxes(643)(402)(15,064)Total stock-based compensation in income (loss)$85,618$60,440$27,209During the years ended December 31, 2016, 2015 and 2014, the Company capitalized $4.5 million, $3.0 million and $2.3 million, respectively, of stock-based compensation expense as website development costs.15. NET INCOME (LOSS) PER SHAREBasic and diluted net income (loss) per share attributable to common stockholders for periods prior to the Conversion are presented in conformity withthe “two-class method” required for participating securities. Prior to the Conversion, shares of Class A and Class B common stock were the only outstandingequity in the Company. The rights of the holders of Class A and Class B common stock were identical, except with respect to voting and conversion. Eachshare of Class A common stock was entitled to one vote per share and each share of Class B common stock was entitled to ten votes per share. Shares of ClassB common stock were convertible into Class A common stock at any time at the option of the stockholder, and were automatically converted upon sale ortransfer to Class A common stock, subject to certain limited exceptions, and in connection with certain other conversion events.Under the two-class method, basic net income (loss) per share is computed using the weighted-average number of shares of common stock outstandingduring the period. Diluted net income (loss) per share is computed using the weighted-average number of shares of common stock and, if dilutive, potentialshares of common stock outstanding during the period. The Company’s potential shares of common stock consist of the incremental shares of common stockissuable upon the exercise of stock options, shares issuable upon the vesting of RSUs and, to a lesser extent, unvested shares subject to RSAs and purchasesrelated to the ESPP. The dilutive effect of these potential shares of common stock is reflected in diluted earnings per share by application of the treasury stockmethod. The computation of the diluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock, while thediluted net income (loss) per share of Class B common stock does not assume the conversion of Class B common stock.F-27Table of ContentsThe undistributed earnings are allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for theyear have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, asthe conversion of Class B common stock is assumed in the computation of the diluted net income (loss) per share of Class A common stock, the undistributedearnings are equal to net income (loss) for that computation.On September 22, 2016, the Company’s Class A and Class B common stock converted into a single class of common stock. Because shares of Class A andClass B common stock were outstanding for a portion of the year ended December 31, 2016, the Company has disclosed earnings per common share for bothclasses of common stock for the current period. Basic and diluted net income (loss) per share attributable to common stockholders for periods after theconversion will be presented based on the number of shares of common stock outstanding.The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):Year Ended December 31,201620152014 Class A Class B Class A Class B Class A Class BBasic net income (loss) per shareattributable to common stockholders: Numerator: Net income (loss)$ (4,296)$ (374)$ (28,694)$ (4,206)$ 31,178$ 5,295 Allocation of undistributed earnings$(4,296)$(374)$(28,694)$(4,206)$31,178$5,295 Denominator: Weighted-average shares outstanding70,9976,18965,1359,54861,49210,444Basic net income (loss) per shareattributable to common stockholders:$(0.06)$(0.06)$(0.44)$(0.44)$0.51$0.51Diluted net income (loss) per shareattributable to common stockholders: Numerator: Allocation of undistributed earnings for basic calculations$(4,296)$(374)$(28,694)$(4,206)$31,178$5,295 Reallocation of undistributed earnings as a result of conversion from Class B to Class A shares(374)-(4,206)-5,295- Reallocation of undistributed earnings to Class B shares---911 Allocation of undistributed earnings$(4,670)$(374)$(32,900)$(4,206)$36,473$6,206 Denominator: Number of shares used in basic calculation70,9976,18965,1359,54861,49210,444 Weighted-average effect of dilutive securities Conversion of Class B to Class A common shares outstanding6,189-9,548-10,444- Stock options----4,3772,584 Other dilutive securities----39925 Number of shares used in diluted calculation77,1866,18974,6839,54876,71213,053Diluted net income (loss) per shareattributable to common stockholders:$(0.06)$(0.06)$(0.44)$(0.44)$0.48$0.48F-28Table of ContentsThe following weighted-average stock-based instruments were excluded from the calculation of diluted net income (loss) per share because their effectwould have been anti-dilutive for the periods presented (in thousands):Year Ended December 31, 2016 2015 2014Stock options 2,082 8,206 71Restricted stock units and awards2,0904,095Contingently issuable shares-30916. INCOME TAXESThe Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under thismethod, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amountsand the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differencesare expected to be reversed.The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands):201620152014United States $1,679 $(18,604) $13,083Foreign(4,964)(2,334)(1,803)Total$ (3,285)$ (20,938)$ 11,280F-29Table of ContentsThe income tax provision is composed of the following (in thousands): 2016 2015 2014Current: Federal$-$(10)$- State35370704 Foreign861,0101,322$121$1,370$2,026Deferred: Federal$106$3,505$(14,806) State136,245(7,613) Foreign1,145842(4,800)1,26410,592(27,219)Total provision for (benefit from)income taxes$ 1,385$ 11,962$ (25,193)The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented: 2016 2015 2014Tax benefit at federal statutory rate35.00%35.00%35.00%State-net of federal effect21.415.323.63Foreign rate differential(1.54)(10.03)(2.17)Stock-based compensation10.50(3.60)12.76Acquisition costs-(0.38)-Meals & Entertainment(13.84)(2.63)3.75Tax credits163.8714.30(23.37)Change in valuation allowance(189.19)(96.18)(248.14)Change in tax rate(0.12)(0.73)(4.72)Benefit for tax only asset-4.99-Non-deductible expenses(6.16)(1.58)1.36Prior year deferred true-ups(11.81)(0.57)-Expiration of deferred benefit(50.76)--Other0.47(1.00)(1.44)Effective Tax Rate(42.17)%(57.09)%(223.34)%In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of deferred tax assetswill not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichthose temporary differences become deductible.As of December 31, 2016 and 2015, based on the available objective evidence, management believes it is more likely than not that its domestic deferredtax assets will not be realized. Accordingly, management has applied a full valuation allowance against its domestic net deferred tax assets.The effective tax rate in 2016 reflects a $1.4 million expense associated with establishing a valuation allowance against certain foreign deferred tax assetsas a result of the winding down of sales and marketing activities outside of the United States and Canada. At the end of 2016, the Company could not assertat the required more-likely-than-not level of certainty, that some of its foreign operations would generate sufficient taxable income to realize all of itsdeferred tax assets after considering the relative impact of all evidence, positive and negative. In making its evaluation, the Company considered recentchanges in foreign operations as a significant piece of negative evidence. As a result, the Company established a valuation allowance against some of itsforeign deferred tax assets in the year ended December 31, 2016.F-30Table of ContentsDeferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets andliabilities for the periods presented (in thousands):2016 2015Deferred tax assets: Reserves and others$ 13,382$ 8,656 Stock-based compensation29,40226,236 Contribution carryforward111,782 Net operating loss carryforward64,4787,048 Tax credit carryforward17,1858,985 Gross deferred tax assets124,45852,707Valuation allowance(92,191)(20,542) Total deferred tax assets32,26732,165Deferred tax liabilities: Depreciation and amortization(30,140)(28,896) Total deferred tax liabilities(30,140)(28,896)Net deferred tax assets (liabilities)$2,127$3,269At December 31, 2016, the Company had federal and state net operating loss carryforwards of approximately $154.9 million and $132.9 million,respectively, expiring beginning in 2024 and 2017, respectively. The Company also had cumulative trading losses of $10.1 million and of $7.2 million atDecember 31, 2016 in Ireland and Germany respectively, which may be carried forward indefinitely against profits in the respective jurisdictions. AtDecember 31, 2016, the Company had federal research credit carryforwards of approximately $8.6 million that expire beginning in 2024, and Californiaresearch credit carryforwards of approximately $8.0 million that do not expire. At December 31, 2016, the Company also had $5.2 million of CaliforniaEnterprise Zone credit, expiring beginning in 2024.Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitationsprovided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operatinglosses and credits before utilization. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the InternalRevenue Code, to result in a limitation that will reduce the total amount of net operating loss carryforwards and credits that can be utilized. Further, foreignloss carryforwards may be subject to limitations under the applicable laws of the taxing jurisdictions due to ownership change limitations.Effective as of January 1, 2016, the Company early adopted a change in accounting policy in accordance with ASU 2016-09, which eliminated therequirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit could be recognized as an increase inpaid in capital. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1,2016, the start of the year in which the Company early adopted ASU 2016-09. Approximately $164.1 million of federal net operating losses, $125.7 millionof state net operating losses, $1.4 million of Ireland net operating losses, $1.3 million of federal research and development tax credits and $0.1 million ofstate Enterprise Zone credits are related to tax stock option deductions in excess of book deductions and are not included in the balance shown above as ofDecember 31, 2015. The U.S. federal and state net operating losses and credits recognized as of January 1, 2016, as described above, have been offset by avaluation allowance. As a result, only the Ireland net operating losses resulted in a cumulative-effect adjustment to retained earnings of $0.2 million (whichreduced the accumulated deficit) as of January 1, 2016. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paidon the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity in the same manner as other cash flowsrelated to income taxes on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively.F-31Table of ContentsIt is the intention of the Company to reinvest the earnings from Darwin Social Marketing Inc., Yelp UK Ltd. and Yelp Ireland Holding Company Limitedand its subsidiaries. The Company does not provide for U.S. income taxes of foreign subsidiaries as such earnings are to be reinvested indefinitely. As ofDecember 31, 2016, the Company estimates $2.6 million of cumulative earnings upon which U.S. income taxes have not been provided. Determination of theamount of unrecognized deferred tax liability with respect to such earnings is not practicable. The additional taxes on the earnings of foreign subsidiaries, ifremitted, would be partially offset by U.S. tax credits for foreign taxes already paid.As of December 31, 2016, 2015 and 2014, the Company had $10.3 million, $5.0 million and $3.3 million, respectively, of unrecognized tax benefits. Areconciliation of the beginning and ending amount of unrecognized benefits is as follows (in thousands): 2016 2015 2014Balance at the beginning of the year$ 5,049$ 3,276$ 1,774 Increase (Decrease) based on tax positions related to the prior year1,381(31)69 Increase based on tax positions related to the current year4,1311,8041,433 Lapse of statute of limitations(221)--Balance at the end of the year$10,340$5,049$3,276As of December 31, 2016, the Company had $0.8 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. TheCompany’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During each of the years ended December31, 2016, 2015 and 2014, the Company had an immaterial amount related to the accrual of interest and penalties.In addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other tax authorities. The Company’s federaland state income tax returns for fiscal years subsequent to 2003 remain open to examination. In the Company’s most significant foreign jurisdictions —Ireland, United Kingdom and Germany — the tax years subsequent to 2010 remain open to examination. The Company regularly assesses the likelihood ofadverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussionswith tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes thatan adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predictedwith certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Companycould be required to adjust its provision for income taxes in the period such resolution occurs. Although the timing of the resolution or closure of audits isnot certain, the Company believes that it is reasonably possible that its unrecognized tax benefits could be reduced by an immaterial amount over the 12months following December 31, 2016.17. RELATED PARTY TRANSACTIONSThe Company does not have any significant related party transactions.18. INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREASThe Company considers operating segments to be components of the Company in which separate financial information is available that is evaluatedregularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decisionmaker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis,accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance.F-32Table of ContentsThe Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levelsor components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reporting segment. Revenueby geography is based on the billing address of the customer.Net RevenuePrior to this annual report, the Company classified revenue from its “local” products — consisting of business listing and advertising products that aresold directly to businesses and Yelp Reservations — as local revenue, and revenue generated through partner arrangements, including resale of advertisingproducts by certain partners, and monetization of remnant advertising inventory through third-party ad networks as other services revenue.The Company now classifies revenue from all of its business listing and advertising products, including advertising sold by partners, as advertisingrevenue. As a result, revenue generated through ad resales and monetization of remnant advertising inventory through third-party ad networks is nowclassified as advertising revenue rather than other services revenue, and revenue from Yelp Reservations, a subscription service, is recognized as otherservices revenue. All disclosures relating to revenue by product have been updated to this revised classification for all periods presented.The following table presents the Company’s net revenue by product line for the periods presented (in thousands), reflecting the changes to its revenuecategories described above:Year Ended December 31,201620152014(dollars in thousands)Net revenue by product: Advertising $ 645,241 $ 471,416 $ 335,450 Transactions62,49543,8545,247 Brand advertising-31,01234,482 Other services5,3333,4292,357 Total net revenue$713,069$549,711$377,536For purposes of comparison, the following table presents the Company’s net revenue by product line for the periods presented (in thousands) based on therevenue categories in effect prior to the three months ended December 31, 2016:Year Ended December 31, 2016 2015 2014(dollars in thousands)Net revenue by product: Local$ 624,694$ 448,236$ 319,137 Transactions62,49543,8545,247 Brand advertising-31,01234,482 Other services25,88026,60918,670 Total net revenue$713,069$549,711$377,536F-33Table of ContentsDuring the years ended December 31, 2016, 2015 and 2014, no individual customer accounted for 10% or more of consolidated net revenue.The following table presents the Company’s net revenue by geographic region for the periods indicated (in thousands):Year Ended December 31,2016 2015 2014United States$ 698,244$ 537,567$ 366,579All other countries14,82512,14410,957 Total net revenue$713,069$549,711$377,536Long-Lived AssetsThe following table presents the Company’s long-lived assets by geographic region for the periods indicated (in thousands):Year Ended December 31, 2016 2015 2014United States$ 89,362$ 78,675$ 73,344All other countries3,0785,4935,900 Total long-lived assets$92,440$84,168$79,24419. RESTRUCTURING AND INTEGRATIONThe following table presents the Company’s restructuring and integration costs for the periods indicated (in thousands):Year Ended December 31,2016 2015 2014Restructuring and integration$ 3,455$ -$ -On November 2, 2016, the Company announced plans to significantly reduce sales and marketing activities in markets outside of the United States andCanada. The Company incurred $ 3.5 million in restructuring and integration costs associated with this plan for the year ended December 31, 2016, of which$2.0 million had been paid by December 31, 2016. The Company expects to pay the remaining $1.5 million during the year ending December 31, 2017.The costs primarily related to severance costs for affected employees. No goodwill, intangible assets or other long lived assets have been determined to beimpaired. The restructuring plan was substantially completed by the year ended December 31, 2016, with approximately $0.2 million expected to be incurredduring the year ended December 31, 2017.F-34Table of Contents20. SUBSEQUENT EVENTSOn February 28, 2017, the Company acquired Nowait, a restaurant technology company with the industry’s leading waitlist system and seating tool. Theaggregate purchase price of approximately $40 million was paid in cash, and includes the partial stake previously acquired by the Company.The purchase price is subject to customary working capital adjustments. The Company is currently in the process of valuing the assets acquired and liabilitiesassumed in the transaction, which will be reflected in the Company's financial statements for the period ending March 31, 2017.In October 2016, the Company acquired a 20% interest in the preferred stock of Nowait for $8.0 million in cash, which is recorded as a cost-methodinvestment as part of non-current in the Company’s consolidated balance sheet as of December 31, 2016 (see Note 9).The Company expects the acquisition to drive daily engagement in the key restaurant vertical, by allowing Yelp users to more quickly move from search anddiscovery to transacting at a local business.F-35EXHIBIT 10.15February 10, 2007Dear Michael,On behalf of Yelp!, Inc., I am pleased to offer you a position as Senior Software Engineer, we look forward to your future success in this position. As a memberof the Engineering Department you will be reporting to Russel Simmons.You will be paid a base salary of$ 110,000 annually. Your salary will be payable in two equal payments twice monthly, pursuant to the Company's regularpayroll policy.In connection with the commencement of your employment, the Company will recommend that the Board of Directors grant you an option to purchase40,000 shares of the Company's common stock with an exercise price equal to the fair market value on the date of the grant. These option shares will vest atthe rate of 1/4th of the total number of Shares subject to the option on the one-year anniversary of your employment commencement date and 1/48th of thetotal number of Shares subject to the option on each monthly anniversary of your employment commencement date thereafter. Vesting will, of course, dependon your continued employment with the Company. The option will be an incentive stock option to the maximum extent allowed by the tax code and will besubject to the terms of the Company's 2005 Stock Plan and the Stock Option Agreement between you and the Company.We will be offering you our standard benefits package that includes health, dental, vision, term life insurance, long term disability and 401K plans.You will be entitled to 15 days of paid time off per year, prorated for the remainder of this calendar year, in addition to designated company holidays. Theterms of our time off with pay policies are outlined in our employee handbook.Your employment with Yelp!, Inc. is for an indefinite term. In other words, the employment relationship is "at will," and you have the right to terminate thatemployment relationship at any time for any reason. Also, although I hope that you will remain with us and be successful here, Yelp!, Inc. must, and does,retain the right to terminate the employment relationship at any time for any reason. This "at will" employment relationship can only be modified in writingby an authorized officer of Yelp!, Inc. This paragraph contains the entire agreement between you and Yelp!, Inc. regarding the right and ability of either youor Yelp!, Inc. to terminate your employment with Yelp!, Inc.You represent that the performance of your duties in the position described above will not violate the terms of any agreements you may have with others,including your former employer. You also understand that you are not to bring to or use at Yelp!, Inc. any trade secrets of your former employer.Your employment is also conditioned upon your agreement and execution of Yelp!, Inc.'s attached Confidentiality Agreement. You must also provide proofof your ability to legally work within the United States on your first day of employment with Yelp!, Inc. Your employment is also conditional upon yourpassing Yelp!, Inc's background check.Please sign the bottom of this letter to accept this offer and return the original to me. If we do not receive confirmation of your acceptance by February 28,2007 this offer will terminate.Subject to fulfillment of any conditions imposed by this letter agreement, you will commence this new position with the Company on March 31, 2007.Yelp!, Inc. is committed to hiring employees like you that have the courage, creativity, and experience to develop new ideas for new markets.We look forward to you joining us!Sincerely, /s/ Geoff DonakerCOOYelp!, Inc./s/ Michael Stoppelman03/27/2007 Employee AcceptanceDate Start Date: 03/27/2007EXHIBIT 10.23GALLERIA CORPORATE CENTREAMENDED AND RESTATED LEASE betweenSTOCKDALE GALLERIA PROJECT OWNER, LLCas "Landlord"andYELP INC.as "Tenant"TABLE OF CONTENTSPage1. BASIC TERMS1 2.PREMISES42.1Premises42.2Intentionally Deleted4 3.TERM; POSSESSION43.1Commencement and Expiration of the Term43.2Condition of Premises43.3Option to Extend Initial Term43.4Intentionally Deleted6 4.RENT64.1Base Rent64.2Additional Rent74.3Payment of Rent74.4Delinquent Rent Payments74.5Security Deposit7 5.OPERATING COSTS TAXES75.1Payment of Excess Operating Costs and Excess Taxes75.2Operating Costs85.3Taxes95.4Estimated Operating Costs; Estimated Taxes95.5Payment of Estimated Excess Operating Costs and Estimated Excess Taxes95.6Verification of Tenant's Share of Excess Operating Costs and Tenant's Shareof Excess Taxes105.7Tenant's Audit Right105.8Cap on Controllable Operating Costs105.9Variable Operating Costs115.10 Personal Property Taxes115.11Taxes on Rent11 6.USE OF THE PREMISES116.1Use116.2Common Area126.3Rights Reserved By Landlord126.4Hazardous Materials14 7.TENANT IMPROVEMENTS & ALTERATIONS167.1Landlord's Consent Required167.2Tenant's Submittals177.3Completion of Alterations and Permitted Alterations177.4No Liens177.5Indemnification18 8.MAINTENANCE AND REPAIRS188.1Landlord's Maintenance188.2Tenant's Maintenance18 9.SERVICES PROVIDED BY LANDLORD18(i)Page9.1Description of Services189.2Payment for Excess Utilities and Services199.3Interruption of Services20 10. INSURANCE; INDEMNIFICATION2010.1Tenant's Insurance Obligations2010.2Landlord's Insurance Obligations2110.3Tenant's Indemnification of Landlord2210.4Tenant's Waiver2210.5Tenant's Failure to Insure2210.6Landlord's Indemnification of Tenant22 11.DAMAGE BY FIRE OR OTHER CASUALTY2311.1Landlord's Duty to Repair2311.2Landlord's Right to Terminate2311.3Tenant's Right to Terminate2311.4Exclusive Casualty Remedy24 12.CONDEMNATION2412.1Definitions2412.2Effect of Taking on Lease2412.3Restoration2412.4Abatement and Reduction of Rent2512.5Awards2512.6Exclusive Taking Remedy25 13.ASSIGNMENT AND SUBLETTING2513.1Landlord's Consent Required2513.2Landlord's Consent Standards2513.3Excess Consideration2613.4No Release Of Tenant2613.5Landlord's Recapture Right2713.6Intentionally Deleted2713.7Assignment of Sublease Rents2713.8Affiliate Transfers27 14.DEFAULTS; REMEDIES2714.1Events of Default2714.2Remedies2814.3Waiver and Release2914.4No Waiver2914.5Landlord's Default29 15.SURRENDER AND HOLDING OVER3015.1Surrender3015.2Holding Over30 16.SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES3116.1Subordination; Attornment3116.2Mortgagee Protection3116.3Estoppel Certificates31 17.ADDITIONAL PROVISIONS3117.1 Intentionally Deleted3117.2Parking32(ii)Page 17.3Expanded Development3217.4Signs3317.5Expansion3317.6Building Antenna/Microwave Dishes3617.7Access3617.8Tenant's Security System3617.9Restricted Tenants3717.10Notices3717.11Financial Statements3717.12Quiet Possession3817.13Security Measures3817.14Force Majeure3817.15Rules and Regulations3817.16Limitation on Landlord's Liability3817.17Consents and Approvals3917.18Brokers3917.19Entire Agreement; Amendment3917.20Authority3917.21Successors3917.22Captions3917.23No Joint Venture3917.24Severability3917.25Survival4017.26Governing Law4017.27Time is of the Essence4017.28Joint and Several Liability4017.29Provisions are Covenants and Conditions4017.30Intentionally Deleted4017.31No Recording4017.32Nondisclosure of Lease Terms4017.33Construction of Lease and Terms4017.34 Intentionally Deleted4017.35Coffee Retail Outlet41Exhibits EXHIBIT A FLOOR PLAN EXHIBIT BLEGAL DESCRIPTION OF THE LAND EXHIBIT CTENANT IMPROVEMENT RIDER EXHIBIT DBUILDING RULES EXHIBIT ESUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT EXHIBIT FLOCATION AND SPECIFICATIONS OF TENANT'S EXTERIOR BUILDING SIGNAGE(iii)INDEXPage(s)Additional Rent7Affiliate 27Alterations16Award23Base Rent7Base Year8Brokers38Building4Building Rules38Building Systems11Business Days18Business Hours10Claims15Commencement Date4Common Area12Comparable Buildings5Concessions5Condemning Authority23control27Encumbrances8Environmental Losses14Environmental Requirements14Event of Default27Exercise Notice5Exercise Period5Existing First Floor Lease1Existing Leases1Existing Second Floor Lease1Expiration Date4Fair Market Base Rent5First Floor Premises1Force Majeure38Hazardous Materials14HVAC11Interest Rate7Landlord Parties15Laws11Lease1Mortgagee30Mortgages30Operating Costs8Option Base Rent5Option Term4Original Tenant36Outside Agreement Date5Parking Facilities4Permitted Alterations16Permitted Hazardous Materials15Premises1Project4Proposed Transferee25Re-entry Costs28Rent7(iv)Page(s)Rent Tax11Representatives14Restricted Tenants Clause36Second Floor Premises1Security Deposit7Service Failure19Structural Alterations16Sublease Profits26Suite 170 Option Space34Suite 170 Option Space Lease Terms and Conditions34Suite 170 Term34Suite 180/190 Option Space33Suite 180/190 Option Space Lease Terms and Conditions33Suite 180/190 Term33Suite 34534Suite 345/350 Option Space35Suite 345/350 Option Space Lease Terms and Conditions35Suite 345/350 Supplemental Offer35Suite 35035Taking23Taking Date24Taxes9Telecommunications Equipment36Tenant Improvements16Tenant's Share of Excess Operating Costs8Tenant's Share of Excess Taxes8Term4Transfer25Transferee26Utility Lines13Visitors14(v)AMENDED AND RESTATED LEASETHIS AMENDED AND RESTATED LEASE (the "Lease") is made as of the Lease Date set forth in the Basic Terms, by and between Landlord and Tenant.As of the date of this Lease, Landlord (as successor-in-interest to JEMB Scottsdale LLC, a Delaware limited liability company) and Tenant are parties to (a)that certain Lease dated January 20, 2010, as amended by that certain First Amendment to Lease dated January 4, 2011, and that certain Second Amendmentto Lease dated August 8, 2011 (collectively, the "EXISTING SECOND Floor LEASE"), pursuant to which Tenant currently leases the Second Floor Premises (asdefined below), and (b) that certain Lease dated August 21, 2012, as amended by that certain First Amendment to Lease dated January 28, 2013, and thatcertain Second Amendment to Lease dated October 18, 2013 (collectively, the "Existing FIRST FLOOR LEASE"), pursuant to which Tenant currently leases theFirst Floor Premises (as defined below). The Existing Second Floor Lease and the Existing First Floor Lease are collectively referred to herein as the"Existing Leases:" Rather than amend the Existing Leases, Landlord and Tenant now desire to enter into this Lease upon the terms and conditions containedherein. Landlord and Tenant hereby agree that, effective as of the Commencement Date set forth below, the terms of this Lease shall control the agreementbetween Landlord and Tenant with respect to the Premises (i.e., the Second Floor Premises and the First Floor Premises); provided, however, that each partyshall remain liable for any breach or default by such party which arose under the Existing Leases prior to the later of (i) the date hereof, and (ii) theCommencement Date, and any obligations of such party which survive the termination of the Existing Lease. Tenant hereby represents and warrants that: (1)Tenant is the rightful owner of all of the tenant's interest in the Existing Leases; (2) Tenant has the full right, power and authority to enter into this Lease,notwithstanding any remaining obligations under the Existing Leases; and (3) no other person or entity has an interest in the Existing Leases, collateral orotherwise. Landlord and Tenant hereby agree as follows:1. BASIC TERMS.Lease Date:April 1st, 2015 Landlord:Stockdale Galleria Project Owner, LLC, a Delaware limited liability Tenant:Yelp Inc., a Delaware corporation Project:Galleria Corporate Centre Building Address:4343 North Scottsdale Road Scottsdale, Arizona 85251 Premises:Second Floor Premises: Floor: SecondSuite Numbers: 200, 220, 270, 280 & 290 (consisting of approximately 62,090 rentable square feet of floor area)First Floor Premises: Floor: First Suite Numbers: 100, 105, 110, 115, 120 & 130 (consisting of approximately 30,579 rentable square feet of floor area)The Second Floor Premises and the First Floor Premises (consisting of approximately 92,669 rentable square feet of floor areain the aggregate) are collectively referred to herein as the "Premises." Term:Approximately seventy-four (74) full calendar months (plus any partial month at the beginning of the Term), together withone (1) five (5) year option to extend pursuant to Section 3.3 below.CommencementDate:Lease Date (as set forth above) Expiration Date:March 31, 2021Base Rent: Total MonthlyInstallments for Second FloorSecond FloorFirst FloorPremises and Premises AnnualPremises AnnualFirst FloorPeriod Basic Rent Basic RentPremisesCommencement $1,614,340.00 $795,054.08 $200,782.84Date-03/31/16 (per Existing (per Existing First Second Floor Floor Lease) Lease) 04/01/16-03/31/17$1,862,700.00$795,054.08$221,479.51($30.00/rsf)(per Existing First Floor Lease) 04/01/17-12/31/17$1,924,790.00$795,054.08$226,653.67 ($31.00/rsf)(per Existing FirstFloor Lease) 01/01/18-03/31/18$1,924,790.00$947,949.00$239,394.92($31.00/rsf)($31.00/rsf) 04/01/18-03/31/19$1,986,880.00$978,528.00$247,117.33($32.00/rsf)($32.00/rsf) 04/01/19-03/31/20$2,048,970.00$1,009,107.00$254,839.75($33.00/rsf)($33.00/rsf) 04/01/20-03/31/21$2,111,060.00$1,039,686.00$262,562.17($34.00/rsf)($34.00/rsf)Base Year:From the Commencement Date through March 31, 2016, inclusive: Calendar year 2010From and after April 1, 2016: Calendar year 2016 Tenant's Share:31.42% (i.e., 92,669 rentable square feet in the Premises, divided by 294,945 rentable square feet in the Building (i.e., 4343North Scottsdale Road), excluding the concourse space) Security Deposit:$61,910.33 Business Hours:7:00 a.m. to 6:00 p.m. on Monday - Friday8:00 a.m. to noon on Saturdays Landlord's AddressBy check:-2-for Payment of Rent: Stockdale Galleria Project Owner, LLCP.O. Box 844727Los Angeles, CA 90084-4727or such other name and address as Landlord shall, from time to time, designate. Landlord's Addressfor Notices:Stockdale Galleria Project Owner, LLC4343 N. Scottsdale Road, Suite 12Scottsdale, Arizona 85251Attn: Property Managerwith a copy to:c/o Stockdale Capital Partners, LLC10850 Wilshire Blvd, Suite 1050Los Angeles, California 90024Attn: Daniel Michaelsand to:Allen Matkins Leck Gamble Mallory & Natsis LLP1900 Main Street, 5th FloorIrvine, California 92614Attn: Brad H. Nielsen, Esq. Tenant's Address forNotices:Yelp Inc. 140 New Montgomery StreetSan Francisco, California 94105Attn: John Lieuwith a copy to:Yelp Inc.140 New Montgomery StreetSan Francisco, California 94105Attn: Legal Department Broker(s):CBRE, Inc.The Basic Terms set forth above constitute a part of the Lease. In the event of any conflict between any provision in the Basic Terms and any provision ofthe Lease, the provisions of the Lease shall control.-3-2. PREMISES.2.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms and subject to the conditions of this Lease, thepremises described in the Basic Terms as the Premises (i.e., the Second Floor Premises and the First Floor Premises), in the building located at the addressspecified in the Basic Terms. The Premises has been measured substantially in accordance with ANSI/BOMA Z65.1-1996, as published by the BuildingOwners and Managers Association International (a/k/a "BOMA"). Landlord and Tenant agree that, for all purposes of this Lease, the rentable areas of thePremises shall be as specified in the Basic Terms. Upon any expansion of the Premises subsequent to the execution of this Lease, the square footage of theexpansion Premises shall be subject to verification by Landlord's space planner/architect/consultant, and all amounts, percentages and figures appearing orreferred to in this Lease based upon such determination (including, without limitation, the "Base Rent," the "Construction Allowance," "Tenant's Share," etc.,to the extent applicable) shall be modified in accordance with such determination. The configuration and location of the Premises is shown on Exhibit A. Forpurposes of this Lease, the "Building" shall mean the building in which the Premises is located at the address specified in the Basic Terms, together with theparking facilities serving the Project (as hereinafter defined), which parking facilities include the existing parking garage located below, and the existingparking structure located within, the Project, and which parking facilities may include (in Landlord's sole and absolute discretion) a future surface parkingarea located adjacent to the building in which the Premises is located if and when Landlord elects (in Landlord's sole and absolute discretion) to constructany such surface parking area (collectively, the "PARKING FACILITIES"). The Building (including, without limitation, the Parking Facilities), the parcel(s) ofland on which the Building (including, without limitation, the Parking Facilities) is situated (which parcel(s) of land are legally described on Exhibit Battached hereto and incorporated herein), and the retail building located to the south of the Building, together constitute the Project identified in the BasicTerms (the "Project").2.2 Intentionally Deleted.3. TERM: POSSESSION.3.1 Commencement and Expiration of the Term. The term of this Lease (the "Term") shall commence on the Commencement Date set forth in the BasicTerms (the "COMMENCEMENT DATE") and, unless sooner terminated or extended, shall expire on the Expiration Date set forth in the Basic Terms (the"Expiration Date").3.2 Condition of Premises. Tenant is in possession of the Premises and agrees to accept the same on the Commencement Date "as is" without anyagreements, representations, understandings or obligations on the part of Landlord to perform or fund any alterations, repairs or improvements, except asexpressly set forth in this Lease.3.3 Option to Extend Initial Term. Landlord hereby grants Tenant one (1) option to extend the then current Term of this Lease for the entire Premises for atotal period of five (5) years (the "Option Term"), which option shall be exercisable only by written Exercise Notice (as defined below) delivered by Tenantto Landlord as provided below, provided that Tenant is not then in default under this Lease beyond applicable cure periods after Tenant's receipt of writtennotice of such default. Upon the proper and timely exercise of such option to extend, and provided that, as of the end of the Term, Tenant is not in defaultunder this Lease beyond applicable cure periods after Tenant's receipt of written notice of such default, the Term shall be extended for the Option Term. Theextension of the Term will be on the same terms, covenants and conditions as in this Lease, other than Base Rent and adjustment of the Base Year (whichshall be determined pursuant to Section 3.3(a) below) and other than the fact that there shall be no Landlord work to be performed by Landlord within thePremises nor shall there be any obligation of Landlord to provide an allowance to Tenant for any improvements or alterations to be installed in the Premises.The Term of this Lease shall include the Option Term upon Tenant's timely exercise of the option right contained herein.-4-(a) Option Base Rent. The annual Base Rent payable by Tenant during the Option Term (the "OPTION BASE RENT") shall be equal to one hundredpercent (100%) of the rate which takes into account all of the following terms and conditions (the "FAIR MARKET BASE RENT") which for purposes hereofmeans the annual Base Rent, taking into account all relevant factors and Concessions (as defined below), including, without limitation, whether the thencurrent market is using leases based on a base year, an expense stop, or triple net, at which tenants, as of the commencement of the Option Term, are leasingnon-sublease, non-concourse-level office space, and which comparable space is located in buildings of similar age, quality of construction and buildingspecification as the Building and located in the surrounding area (the "Comparable Buildings"); provided, however, that Option Base Rent shall in no eventbe less than annual Base Rent payable by Tenant during the last month of the initial Term. All other terms and conditions of this Lease shall applythroughout the Option Term; however, any obligation of Landlord to perform any work or provide an allowance shall not apply during the Option Term. Asused in this Lease, the term "Concessions" shall mean rental abatement concessions, if any, being granted such tenants in connection with such comparablespace, and other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that incalculating the Fair Market Base Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokeragecommission in connection with Tenant's exercise of its right to lease the subject space during the term thereof, or the fact that landlords are or are not payingreal estate brokerage commissions in connection with such comparable space, or (ii) any period of rental abatement, if any, granted to tenants in comparabletransactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces.(b) Exercise of Option. The option contained in this Section 3.3 shall be exercised by Tenant, if at all, during the period (the "EXERCISE PERIOD")which commences sixteen (16) months and ends twelve (12) months prior to the expiration of the initial Term by delivering written notice ("ExerciseNOTICE") thereof to Landlord, time being of the essence of this provision. During the Exercise Period, the parties shall follow the procedure and the FairMarket Base Rent shall be determined as set forth in Section 3.3(c) below. Tenant's failure to timely deliver the Exercise Notice during the Exercise Periodshall be deemed to constitute Tenant's waiver of its option to extend the initial Term hereunder.(c) Determination of Option Base Rent. Within sixty (60) days of Tenant timely sending to Landlord the Exercise Notice, Landlord shall provide toTenant Landlord's initial determination of Fair Market Base Rent and Option Base Rent. Tenant will be deemed to have accepted Landlord's determination ofFair Market Base Rent and Option Base Rent unless Tenant, within thirty (30) days after receipt thereof, objects in writing to such determination (time beingof the essence in providing Tenant's objection hereunder). If Tenant timely objects in writing to the Fair Market Base Rent initially determined by Landlord,Landlord and Tenant shall thereafter attempt to agree upon the Fair Market Base Rent, using good-faith efforts. If Landlord and Tenant fail to reachagreement by thirty (30) days following Tenant's delivery of the exercise notice to Landlord (the "OUTSIDE AGREEMENT DATE"), each party shall submit to theother party a separate written determination of the Fair Market Base Rent within fifteen (15) Business Days after the Outside Agreement Date, and suchdeterminations shall be submitted to arbitration in accordance with Sections 3.3(c)(1) through 3.3(c)(6) below. Failure of Tenant or Landlord to submit awritten determination of the Fair Market Base Rent within such fifteen (15) Business Day period shall conclusively be deemed to be the non-determiningparty's approval of the Fair Market Base Rent submitted within such fifteen (15) Business Day period by the other party.(1) Landlord and Tenant Arbitrators. Landlord and Tenant shall each appoint one arbitrator who shall by profession be an independent real estatebroker who shall have no ongoing business relationship with Tenant or Landlord and who shall have been active over the five (5) year period ending on thedate of such appointment in the leasing of space in the Comparable Buildings. The determination of the arbitrators shall be limited solely to the issue ofwhether Landlord's or Tenant's submitted Fair Market Base Rent is the closest to the actual Fair Market Base Rent as determined by the arbitrators, takinginto account the requirements of Section 3.3(c). Each such arbitrator shall be appointed within thirty (30) days after the Outside Agreement Date, it beingacknowledged and agreed that if either Landlord or Tenant fails to appoint an arbitrator within such thirty (30) day period, the arbitrator appointed by one ofthem shall reach a decision as to whether Landlord's or Tenant's submitted Fair Market Base Rent is the closest to the actual Fair Market Base Rent, and shalluse the closest of Landlord's or Tenant's submitted Fair Market Base Rent as the Fair Market Base Rent for purposes of calculating the Option Base Rent, andshall notify Landlord and Tenant thereof, and such decision shall be binding on Landlord and Tenant.-5-(2) Arbitrators' Decision. The two (2) arbitrators appointed by Landlord and Tenant pursuant to Section 3.3(c)(1) above shall within fifteen (15)Business Days of the date of the appointment of the last appointed arbitrator use good faith efforts to reach a decision as to whether Landlord's or Tenant'ssubmitted Fair Market Base Rent is the closest to the actual Fair Market Base Rent, and shall use the closest of Landlord's or Tenant's submitted Fair MarketBase Rent as the Fair Market Base Rent for purposes of calculating the Option Base Rent, and shall notify Landlord and Tenant thereof, and such decisionshall be binding on Landlord and Tenant.(3) Potential for Third Arbitrator. If, despite good faith efforts, the two (2) arbitrators appointed by Landlord and Tenant pursuant to Section 3.3(c)(1) above cannot reach agreement as to Fair Market Base Rent in accordance with Section 3.3(c)(2) above, then such arbitrators shall within ten (10) BusinessDays of the date of the appointment of the last appointed arbitrator use good faith efforts to agree upon and appoint a third arbitrator who shall be qualifiedunder the same criteria as set forth hereinabove for qualification of the initial two (2) arbitrators. The third arbitrator so appointed shall within fifteen (15)Business Days after her/his appointment reach a decision as to whether Landlord's or Tenant's submitted Fair Market Base Rent is the closest to the actual FairMarket Base Rent, and shall use the closest of Landlord's or Tenant's submitted Fair Market Base Rent as the Fair Market Base Rent for purposes ofcalculating the Option Base Rent, and shall notify Landlord and Tenant thereof, and such decision shall be binding on Landlord and Tenant.(4) Potential for Judge-Appointed Third Arbitrator. If, despite good faith efforts, the two (2) arbitrators fail to agree upon and appoint a thirdarbitrator within the time period provided in Section 3.3(c)(3) above, then either party may, upon at least five (5) Business Days' prior written notice to theother party, request the Judge of the Maricopa County Superior Court, acting in his private and nonjudicial capacity, to appoint the third arbitrator who shallbe qualified under the same criteria as set forth hereinabove for qualification of the initial two (2) arbitrators. Following the appointment of the thirdarbitrator, the third arbitrator so appointed shall within fifteen (15) Business Days after her/his appointment reach a decision as to whether Landlord's orTenant's submitted Fair Market Base Rent is the closest to the actual Fair Market Base Rent, and shall use the closest of Landlord's or Tenant's submitted FairMarket Base Rent as the Fair Market Base Rent for purposes of calculating the Option Base Rent, and shall notify Landlord and Tenant thereof, and suchdecision shall be binding on Landlord and Tenant.(5) Binding Decision. The decision of the two (2) arbitrators, or the third arbitrator (if applicable), shall be binding upon Landlord and Tenant.(6) Arbitration Costs. If the determination of Fair Market Base Rent is made by arbitration under this Section 3.3, Tenant will pay all costs, feesand expenses of the initial arbitrator so appointed by Tenant and Landlord will pay all costs, fees and expenses of the initial arbitrator so appointed byLandlord. All costs, fees and expenses of any third arbitrator, if any, and any other costs of the arbitration proceeding contemplated hereunder, if any, shall besplit equally between Tenant and Landlord.3.4 Intentionally Deleted.4. RENT.4.1 Base Rent. Tenant agrees to pay to Landlord, at the address for Rent payments set forth in the Basic Terms (as such address may be changed from timeto time by written notice to Tenant), the "BASE RENT" set forth in the Basic Terms, without prior notice or demand, beginning on the Commencement Dateand continuing on the first (1st) day of each and every calendar month during the Term, except that Base Rent for any partial month at the beginning of theTerm shall be paid on the Commencement Date (except to the extent paid to Landlord in advance pursuant to the Existing Leases). Base Rent for any partialmonth at the beginning of the Term shall be prorated based on the actual number of days in such month.-6-4.2 Additional Rent. Article 5 of this Lease requires Tenant to pay certain "ADDITIONAL RENT" pursuant to estimates Landlord delivers to Tenant. Tenantwill make all payments of estimated Additional Rent in accordance with Sections 5.4 and 5.5 without deduction or offset and without Landlord's previousdemand, invoice or notice for payment. Tenant will pay all other Additional Rent described in this Lease that is not estimated under Sections 5.4 and 5.5within fifteen (15) days after receiving Landlord's invoice for such Additional Rent Tenant will make all Additional Rent payments to the same location and,except as described in the previous sentence, in the same manner, as Tenant's Base Rent payments.4.3 Payment of Rent. All amounts payable or reimbursable by Tenant under this Lease, including, without limitation, Base Rent, Additional Rent, latecharges and interest (collectively, "Rent"), shall constitute Rent and shall be payable and recoverable as Rent in the manner provided in this Lease. All Rentshall be paid without offset, recoupment or deduction, except as may otherwise be expressly provided in Sections 5.6, 5.7, 9.3, 11.1(b), 12.4 and/or 13.5 ofthis Lease (but only to the extent any such offset, recoupment or deduction is expressly contemplated thereunder), in lawful money of the United States ofAmerica to Landlord at Landlord's Address for Payment of Rent as set forth in the Basic Terms, or to such other person or at such other place as Landlord mayfrom time to time designate. Notwithstanding any contrary term or provision of this Lease, Tenant's covenant and obligation to pay Rent is independent fromany of Landlord's covenants, obligations, warranties or representations in this Lease.4.4 Delinquent Rent Payments. If Tenant does not pay any installment of Rent within five (5) days after the date the payment is due, Tenant will payLandlord, as Additional Rent, a late payment charge equal to five percent (5%) of the amount of the delinquent payment. Further, in addition to such latecharge and not in lieu thereof, if Tenant does not pay any installment of Rent within thirty (30) days after the date the payment is due, Tenant will payLandlord, as Additional Rent, interest on the delinquent payment calculated at the lesser of (i) ten percent (10%) per annum or (ii) the maximum rateallowable by applicable law (the "INTEREST RATE") from the date when the payment is due through the date the payment is made. Landlord's right to suchcompensation for Tenant's delinquency is in addition to all of Landlord's rights and remedies under this Lease, at law or in equity.4.5 Security Deposit. Pursuant to the Existing Second Floor Lease, Tenant has deposited with Landlord the amount specified in the Basic Terms as theSecurity Deposit (the "SECURITY DEPOSIT"), as security for the performance of Tenant's obligations under the Existing Second Floor Lease. Upon the date ofthis Lease, such Security Deposit shall be deemed to be the Security Deposit under this Lease, subject to the terms and conditions of this Lease. Landlord may(but shall have no obligation to) use the Security Deposit (or any portion thereof) to cure any Event of Default under this Lease or to compensate Landlord forany damage Landlord incurs as a result of Tenant's failure to perform any of Tenant's obligations hereunder. In the event Landlord so uses all or any portionof the Security Deposit, Tenant shall pay to Landlord, as Additional Rent on demand, an amount sufficient to replenish the Security Deposit to the amountprovided in the Basic Terms. If Tenant is not in default after receipt of written notice and the expiration of any applicable cure period, within sixty (60) daysafter the expiration or termination of this Lease, Landlord shall return to Tenant the Security Deposit (or the balance thereof then held by Landlord at suchtime and not applied as provided above). Landlord may commingle the Security Deposit with Landlord's general and other funds. Tenant shall not be entitledto receive interest on the Security Deposit.5. OPERATING COSTS TAXES.5.1 Payment of Excess Operating Costs and Excess Taxes. Tenant will pay, as Additional Rent and in the manner this Article 5 describes, Tenant's Shareof Excess Operating Costs and Tenant's Share of Excess Taxes due and payable during each calendar year (or portion thereof) during the Term.-7-Excess Operating Costs will be calculated by taking the total amount of Operating Costs due and payable with respect to the Project (adjusted to reflect a95% occupied Project) during any calendar year during the Term and subtracting therefrom Operating Costs due and payable with respect to the Project(adjusted to reflect a 95% occupied Project) during the applicable Base Year set forth in the Basic Terms (as applicable, the "BASE YEAR"). "TENANT'S SHAREOF EXCESS OPERATING COSTS" will be calculated by multiplying Excess Operating Costs for the period in question by Tenant's Share. Excess Taxes will becalculated by taking the total amount of Taxes due and payable with respect to the Project during any calendar year during the Term and subtractingtherefrom Taxes due and payable with respect to the Project during the applicable Base Year. "TENANT'S SHARE OF EXCESS TAXES" will be calculated bymultiplying the amount of Excess Taxes for the period in question by Tenant's Share. Landlord will prorate Tenant's Share of Excess Operating Costs andTenant's Share of Excess Taxes due and payable during the calendar year in which the Lease commences or terminates as of the Commencement Date orTermination Date, as applicable, on a per diem basis based on the number of days of the Term within such calendar year.5.2 Operating Costs. For purposes of this Lease, the term "OPERATING COSTS" means all expenses Landlord incurs in connection with maintaining,repairing and operating the Project (it being acknowledged and agreed by Landlord and Tenant that, only that portion of Operating Costs allocated to theBuilding (excluding the concourse space) will be considered when determining Excess Operating Costs and Tenant's Share of Excess Operating Costspursuant to Section 5.1 above), as determined by Landlord or its accountant in accordance with generally accepted accounting principles consistentlyfollowed, including, but not limited to, the following: insurance premiums and deductible amounts under any insurance policy; maintenance and repaircosts; steam, electricity, water, sewer, gas and other utility charges; fuel; lighting; window washing; janitorial services; trash and rubbish removal; propertyassociation fees and dues and all payments under any liens, easements, declarations, encumbrances, covenants, conditions, reservations, restrictions and othermatters now or hereafter affecting title to the Project (collectively, "ENCUMBRANCES"); wages payable to persons at the level of manager and below whoseduties are connected with maintaining and operating the Project, together with all payroll taxes, unemployment insurance, vacation allowances anddisability, pension, profit sharing, hospitalization, retirement and other so-called "fringe benefits" paid in connection with such persons (allocated in amanner consistent with such persons' wages); commercially reasonable amounts paid to contractors or subcontractors for work or services performed inconnection with maintaining and operating the Project; all costs of uniforms, supplies and materials used in connection with maintaining, repairing andoperating the Project; any expense imposed upon Landlord, its contractors or subcontractors pursuant to law or pursuant to any collective bargainingagreement covering such employees; all services, supplies, repairs, replacements (but only to the extent such replacements are permitted by this Section 5.2)or other expenses for maintaining and operating the Project; costs of complying with Encumbrances and applicable laws, codes, ordinances that were not inexistence as of the date of the Existing Second Floor Lease (i.e., January 20, 2010) with respect to the Second Floor Premises, as of the date of the ExistingFirst Floor Lease (i.e., August 21, 2012) with respect to the First Floor Premises, or as of the applicable commencement date with respect to any expansionspace added to the Premises; reasonable management fees, the costs of maintaining a 24-hour security service provider for the Common Area, and the costs(including rental) of maintaining a building or management office in the Building; and such other expenses as may ordinarily be incurred in connection withmaintaining and operating an office complex similar to the Project. The term "Operating Costs" also includes expenses Landlord incurs in connection withpublic sidewalks adjacent to the Project, any pedestrian walkway system (either above or below ground) and any other public facility to which Landlord orthe Project is from time to time subject in connection with operating the Project. The term "Operating Costs" does not include the cost of any capitalimprovements to the Project other than improvements installed by Landlord with a reasonable expectation of reducing Operating Costs and as otherwiseexpressly set forth herein; provided that in computing Operating Costs Landlord will amortize the cost of such capital improvements (including reasonablecharges for interest on the unamortized amount) over their useful life (as reasonably determined by Landlord's accountant, who shall be a certified publicaccountant reasonably conversant with accounting practices for commercial office buildings); the cost of repairs, restoration or other work occasioned by fire,windstorm or other insured casualty other than the amount of any deductible under any insurance policy (regardless whether the deductible is payable byLandlord in connection with a capital expenditure); expenses Landlord incurs in connection with leasing or procuring tenants or renovating space for new orexisting tenants; legal expenses incident to Landlord's enforcement of any lease; interest or principal payments on any mortgage or other indebtedness ofLandlord; or allowance or expense for depreciation or amortization, except as expressly set forth herein. Notwithstanding the foregoing, if Landlord installsequipment in, or makes improvements or alterations to, the Project to reduce energy, maintenance or other costs, or to comply with any Laws not in effect asof the date of the Existing Second Floor Lease (i.e., January 20, 2010) with respect to the Second Floor Premises, as of the date of the Existing First FloorLease (i.e., August 21, 2012) with respect to the First Floor Premises, or as of the applicable commencement date with respect to any expansion space addedto the Premises, Landlord may include in Operating Expenses reasonable charges for interest paid on the investment and reasonable charges for depreciationof the investment so as to amortize the investment over the reasonable life of the equipment, improvement or alteration on a straight line basis.-8-5.3 Taxes. For purposes of this Lease, "TAXES" means any general real property tax, improvement tax, assessment, special assessment, reassessment, inlieu tax, levy, charge, penalty or similar imposition imposed by any authority having the direct or indirect power to tax, including but not limited to, (a) anycity, county, state or federal entity, (b) any school, agricultural, lighting, drainage or other improvement or special assessment district, (c) any governmentalagency, or (d) any private entity having the authority to assess the Project under any of the Encumbrances. The term "Taxes" includes all charges or burdensof every kind and nature Landlord incurs in connection with using, occupying, owning, operating, leasing or possessing the Project, without particularizingby any known name and whether any of the foregoing are general, special, ordinary, extraordinary, foreseen or unforeseen; any tax or charge for fireprotection, street lighting, streets, sidewalks, road maintenance, refuse, sewer, water or other services provided to the Project. The term "Taxes" does notinclude Landlord's state or federal income, franchise, estate or inheritance taxes. If, by law, any Taxes may be paid in installments, Landlord shall pay saidTaxes in installments if approved by Landlord's then-current Mortgagee(s). Landlord may, but is not obligated to, contest the amount or validity, in whole orin part, of any Taxes. Landlord may include in its computation of Taxes the costs and expenses Landlord incurred in connection with contesting the Taxes,including without limitation reasonable attorney's fees. If the contest results in a reduction in Tenant's Share of Excess Taxes previously paid by Tenant, thenTenant will be reimbursed the amount of the reduction in Tenant's Share of Excess Taxes (together with any interest thereon paid by the taxing authority, ifany, but less the costs of the contest) to the extent such reduction is actually received by Landlord, and not to exceed Tenant's Share of Excess Taxespreviously paid by Tenant. Tenant may not contest Taxes.5.4 Estimated Operating Costs: Estimated Taxes. Within one hundred twenty (120) days following the end of each calendar year during the Term,Landlord will deliver to Tenant a written estimate of the following for the succeeding calendar year of the Term: (a) Taxes, (b) Operating Costs, (c) ExcessOperating Costs, (d) Excess Taxes; (e) Tenant's Share of Excess Operating Costs, (f) Tenant's Share of Excess Taxes and (g) the annual and monthlyAdditional Rent attributable to Tenant's Share of Excess Operating Costs and Tenant's Share of Excess Taxes. Landlord may re-estimate Excess OperatingCosts and Excess Taxes from time to time during the Term. In such event, Landlord will re-estimate the monthly Additional Rent attributable to Tenant'sShare of Excess Operating Costs and Tenant's Share of Excess Taxes to an amount sufficient for Tenant to pay the re-estimated monthly amount over thebalance of the calendar year. Landlord will notify Tenant of the re-estimate and Tenant will pay the re- estimated amount in the manner provided in the lastsentence of Section 5.5.5.5 Payment of Estimated Excess Operating Costs and Estimated Excess Taxes. Tenant will pay the amount Landlord estimates as Tenant's Share ofExcess Operating Costs and Tenant's Share of Excess Taxes under Section 5.4 for each calendar year of the Term in equal monthly installments, in advance,on the first (1st) day of each and every calendar month during the Term. If Landlord has not delivered a new estimate to Tenant by the first (1st) day ofJanuary of the applicable calendar year, Tenant will continue paying Tenant's Share of Excess Operating Costs and Tenant's Share of Excess Taxes based onLandlord's estimates for the previous calendar year. When Tenant receives Landlord's estimates for the current calendar year, Tenant will pay the estimatedamount (less amounts Tenant paid to Landlord in accordance with the immediately preceding sentence) in equal monthly installments over the balance ofsuch calendar year, with the number of installments being equal to the number of full calendar months remaining in such calendar year.-9-5.6 Verification of Tenant's Share of Excess Operating Costs and Tenant's Share of Excess Taxes. After the end of each calendar year during the Term,Landlord will determine the actual amount of Excess Operating Costs, Excess Taxes, Tenant's Share of Excess Operating Costs and Tenant's Share of ExcessTaxes for such calendar year and deliver to Tenant a written statement thereof. If Tenant paid less than the actual amount of Tenant's Share of ExcessOperating Costs and/or Tenant's Share of Excess Taxes specified in the statement, Tenant will pay the difference to Landlord as Additional Rent within thirty(30) days following receipt of such statement. If Tenant paid more than the actual amount of Tenant's Share of Excess Operating Costs and/or Tenant's Shareof Excess Taxes specified in the statement, Landlord will, at Landlord's option, either (a) refund the excess amount to Tenant, or (b) credit the excess amountagainst Tenant's next due monthly installment(s) of estimated Tenant's Share of Excess Operating Costs or Tenant's Share of Excess Taxes, as the case may be.If Landlord is delayed in delivering such statement to Tenant, such delay does not constitute Landlord's waiver of Landlord's rights under this Section 5.6.5.7 Tenant's Audit Right. If Tenant disputes Landlord's determination of the actual amount of Operating Costs, Taxes, Tenant's Share of Excess OperatingCosts or Tenant's Share of Excess Taxes for any calendar year, and provided that (a) no Event of Default exists under this Lease, and (b) Tenant delivers toLandlord written notice of the dispute within one hundred eighty (180) days after Landlord's delivery of the statement of such amount, then Tenant (but notany subtenant or assignee) may, at its sole cost and expense, upon prior written notice and during the Business Hours specified in the Basic Terms ("BusinessHOURS") at a time and place reasonably acceptable to Landlord (which may be the location where Landlord maintains the applicable records), cause acertified public accountant reasonably acceptable to Landlord to audit Landlord's records relating to the disputed amounts on a non-contingent basis.Tenant's objection to Landlord's determination of Excess Operating Costs, Excess Taxes, Tenant's Share of Excess Operating Costs or Tenant's Share ofExcess Taxes is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within one hundred eighty (180) days after the date Tenantdelivers its dispute notice to Landlord under this Section 5.7. If the audit shows that the amount Landlord charged Tenant for Tenant's Share of ExcessOperating Costs and/or Tenant's Share of Excess Taxes was greater than the amount this Article 5 obligates Tenant to pay, unless Landlord reasonablycontests the audit, Landlord will refund the excess amount to Tenant within ten (10) days after Landlord receives a copy of the audit report or, at Landlord'soption, Landlord will credit the excess amount against Tenant's obligation to pay installments of Tenant's Share of Excess Operating Costs and/or Tenant'sShare of Excess Taxes, as applicable, next accruing under this Lease. If the audit shows that the amount Landlord charged Tenant for Tenant's Share of ExcessOperating Costs and/or Tenant's Share of Excess Taxes was less than the amount this Article 5 obligates Tenant to pay, Tenant will pay to Landlord, asAdditional Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this Section5.7, Tenant will continue to pay to Landlord the estimated amounts of Tenant's Share of Excess Operating Costs and Tenant's Share of Excess Taxes inaccordance with Sections 5.4 and 5.5. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for thelimited purpose this Section 5.7 describes and for Tenant's own account.5.8 Cap on Controllable Operating Costs. Landlord agrees that in calculating Tenant's Share of Excess Operating Costs pursuant to Article 5 of this Lease,that portion of Operating Costs which are controllable by Landlord (specifically excluding, without limitation, insurance premiums, taxes [including Taxes]and costs of utilities) will not increase more than five percent (5%) per year, compounded annually, over the amount of such controllable Operating Costs forcalendar year 2010 with respect to the Second Floor Premises and for calendar year 2013 with respect to the First Floor Premises; provided, however, that withrespect to the entire Premises, such cap shall not apply in calendar year 2016, and thereafter the cap described above shall apply to the entire Premises,compounded annually, over the amount of such controllable Operating Costs for calendar year 2016. Such cap is cumulative and the unused portion of ayear's cap may be carried forward to absorb any future Operating Costs that would otherwise be in excess of the cap. For example, if the actual OperatingCosts increase in a calendar year is only 3%, and the cap is 5%, the maximum allowable Operating Cost increase for the following or any future year would be5% plus the amount of the prior year's unused 2%. Further, any Operating Costs amount which is in excess of the cap in one year may be carried forward byLandlord and recovered in later years if and to the extent the cap for such later years is not exceeded.-10-5.9 Variable Operating Costs. Notwithstanding any contrary language in this Article 5, if less than ninety-five percent (95%) of the rentable area of theProject is occupied at all times during any calendar year pursuant to leases under which the terms have commenced for such calendar year, Landlord willreasonably and equitably adjust its computation of Operating Costs for that calendar year to obligate Tenant to pay all components of Operating Costs thatvary based on occupancy in an amount equal to the amount Tenant would have paid for such components of Operating Costs had ninety-five percent (95%)of the rentable area of the Project been occupied at all times during such calendar year pursuant to leases under which the terms have commenced for suchcalendar year. Landlord will also equitably adjust Operating Costs to account for any Operating Costs any tenant of the Building pays directly to a serviceprovider.5.10 Personal Property Taxes. Tenant will pay, prior to delinquency, all taxes charged against Tenant's trade fixtures and other personal property. Tenantwill use all reasonable efforts to have such trade fixtures and other personal property taxed separately from the Project. If any of Tenant's trade fixtures andother personal property are taxed with the Project, Tenant will pay the taxes attributable to Tenant's trade fixtures and other personal property to Landlord asAdditional Rent.5.11 Taxes on Rent. Tenant shall pay to Landlord as Additional Rent any and all taxes or excises on Rent or on other sums or charges required to be paidby Tenant under this Lease, and gross receipts tax, transaction privilege tax or other tax, however described, which is levied or assessed by the United Statesof America, the state in which the Building is located or any city, municipality or political subdivision thereof, against Landlord in respect to the Base Rent,Additional Rent or other charges payable under this Lease or as a result of Landlord's receipt of such Rents or other charges accruing under this Lease(collectively, "Rent Tax"). Rent Tax shall be paid by Tenant to Landlord concurrently with each payment of Base Rent.6. USE OF THE PREMISES.6.1 Use. The Premises shall be used and occupied by Tenant solely for general office purposes and for no other use or purpose whatsoever.Notwithstanding anything to the contrary in this Lease, in no event may the Premises be operated as a culinary school. Tenant shall not abandon the Premisesduring the Term. Tenant shall comply with all present and future laws, regulations, rules, orders, statutes and ordinances of any governmental or private entityin effect on or after the date of this Lease and applicable to the Project or the use or occupancy of the Project, including, without limitation, HazardousMaterials Laws, Building Rules and Encumbrances (collectively, "LAWS") relating to Tenant's use or occupancy of the Premises (and make any repairs,alterations or improvements as required to comply with all such Laws; provided, however, that Tenant will only be required to make structural repairs,alterations and improvements if the same are required by Laws as a result of Tenant's manner of use of the Premises). Tenant will not use the Project orknowingly permit the Premises to be used in violation of any Laws or in any manner that would (a) violate any certificate of occupancy affecting the Project;(b) make void or voidable any insurance now or after the date of this Lease in force with respect to the Project; (c) cause injury or damage to the Project or tothe person or property of any other tenant on the Project; (d) cause substantial diminution in the value or usefulness of all or any part of the Project(reasonable wear and tear excepted); or (e) constitute a public or private nuisance or waste. Tenant will obtain and maintain, at Tenant's sole cost andexpense, all permits and approvals required under the Laws for Tenant's use of the Premises. Without limiting the foregoing, the Premises shall not be used foreducational activities, practice of medicine or any of the healing arts, providing social services, for the operation of a culinary school, for any governmentaluse (including embassy or consulate use), for any personnel agency or customer service office, for studios for radio, television or other media or for a travelagency or reservation center. Tenant shall not, without the prior consent of Landlord, (i) bring into the Building or the Premises anything that may causesubstantial noise, odor or vibration, overload the floors in the Premises or the Building or any of the heating, ventilating and air-conditioning ("HVAC"),mechanical, elevator, plumbing, electrical, fire protection, life safety, security or other systems in the Building ("BUILDING SYSTEMS"), or jeopardize thestructural integrity of the Building or any part thereof; (ii) connect to the utility systems of the Building any apparatus, machinery or other equipment otherthan typical office equipment; or (iii) connect to any electrical circuit in the Premises any equipment or other load with aggregate electrical powerrequirements in excess of eighty percent (80%) of the rated capacity of the circuit. Tenant acknowledges that neither Landlord nor any agent, contractor oremployee of Landlord has made any representation or warranty of any kind with respect to the Premises, the Building or the Project, specifically including,but not limited to, any representation or warranty of suitability or fitness of the Premises, Building or the Project for any particular purpose. Tenant acceptsthe Premises, the Building and the Project in an AS IS - WHERE IS" condition.-11-6.2 Common Area. Landlord grants to Tenant the non-exclusive right, together with all other occupants of the Project and their agents, employees andinvitees, to use the Parking Facilities, driveways, lobby areas, and other areas of the Project that Landlord may designate from time to time as common areaavailable to all tenants (collectively, the "Common Area") during the Term, subject to all Laws. Landlord may, at Landlord's sole and exclusive discretion,make changes to the Common Area. Landlord's rights regarding the Common Area include, but are not limited to, the right to (a) restrain unauthorizedpersons from using the Common Area; (b) place permanent or temporary kiosks, displays, carts or stands in the Common Area and to lease the same totenants; (c) temporarily close any portion of the Common Area (i) for repairs, improvements or Alterations, (ii) to discourage unauthorized use, (iii) to preventdedication or prescriptive rights, or (iv) for any other reason Landlord deems sufficient in Landlord's judgment; (d) change the shape and size of the CommonArea; (e) add, eliminate or change the location of any improvements located in the Common Area and construct buildings or other structures in the CommonArea; and (f) impose and revise reasonable, nondiscriminatory Building Rules concerning use of the Common Area, including any parking facilitiescomprising a portion of the Common Area. The foregoing notwithstanding, Landlord's exercise of its rights with respect to (b), (c), (d) and (e) will notmaterially and adversely impair Tenant's access to or use of the Premises.6.3 Rights Reserved By Landlord. Landlord hereby reserves the right, at any time and from time to time, without liability to Tenant, and withoutconstituting an eviction, constructive or otherwise, or entitling Tenant to any abatement of Rent or to terminate this Lease or otherwise releasing Tenant fromany of Tenant's obligations under this Lease:(a) To make alterations, additions, repairs, improvements to or in or to decrease the size of area of, all or any part of the Building or the Project, thefixtures and equipment therein, and the Building Systems (except that Landlord shall not have any right under this provision to materially reduce the size ofthe Premises or the Parking Facilities (such that the reduction in Parking Facilities size reduces the number of parking spaces licensed to Tenant underSection 17.2 of this Lease), or to permanently, materially and adversely affect Tenant's access to and use of the Premises, except only as may be required tocomply with Laws or as a result of any fire or other casualty or Condemnation);(b) To change the name or street address of the Building or the Project;(c) To designate and approve all types of signs, window coverings, internal lighting and other aspects of the Premises and its contents that may bevisible from the exterior of the Premises;(d) To grant any party the exclusive right to conduct any business or render any service in the Building or the Project, provided such exclusive rightto conduct any business or render any service in the Building or the Project does not prohibit Tenant from any permitted use for which Tenant is then usingthe Premises;(e) To prohibit Tenant from installing vending or dispensing machines of any kind in or about the Premises other than those Tenant installs in thePremises solely for use by Tenant's employees;-12-(f) To close the Building or the Project during and after Business Hours, except that Tenant and its employees and invitees may access the Premisesafter Business Hours in accordance with such rules and regulations as Landlord may reasonably prescribe from time to time for security purposes;(g) To install, operate and maintain security systems that monitor, by closed circuit television or otherwise, all persons entering or leaving theBuilding or the Project;(h) To install and maintain pipes, ducts, conduits, wires and structural elements in the Premises that serve other parts or other tenants of the Buildingor the Project;(i) To retain and receive master keys or pass keys to the Premises and all doors in the Premises. Notwithstanding the foregoing, or the provision of anysecurity-related services by Landlord, Landlord is not responsible for the security of persons or property on the Project and Landlord is not and will not beliable in any way whatsoever for any breach of security not solely and directly caused by the willful misconduct of Landlord, its agents, its contractors oremployees;(j) To reduce, increase, enclose or otherwise change at any time and from time to time the size, number, location, lay-out and nature of the CommonArea and other tenancies and premises in the Project and to create additional rentable areas through use or enclosure of Common Areas; provided, however,that Landlord will refrain from changing the Parking Facilities in a manner that would reduce the number of parking spaces licensed to Tenant under Section17.2 of this Lease;(k) If any governmental authority promulgates or revises any Law or imposes mandatory or voluntary controls or guidelines on Landlord or theProject relating to the use or conservation of energy or utilities or the reduction of automobile or other emissions or reduction or management of traffic orparking on the Project, to comply with such Law, control or guideline, whether mandatory or voluntary, or make any alterations to the Project related thereto,the costs of which are Operating Costs.(I) Upon not less than one (1) Business Day's prior written notice to Tenant (and without notice in emergencies), to enter the Premises at all reasonabletimes to: (a) determine whether the Premises are in good condition, (b) determine whether Tenant is complying with its obligations under this Lease, (c)perform any maintenance or repair of the Premises or the Building or the Project that Landlord has the right or obligation to perform, (d) subject to subsection(n) below, to install or repair improvements for other tenants where access to the Premises is required for such installation or repair, (e) serve, post or keepposted any notices required or allowed under the provisions of this Lease, (f) show the Premises to prospective brokers, agents, buyers, transferees,Mortgagees or, during the last six (6) months of the Lease, to prospective tenants, or (g) do any other act or thing necessary for the safety or preservation ofthe Premises or the Building or the Project;(m) Upon not less than five (5) Business Days prior written notice to Tenant (and without notice in emergencies), and for a period not to exceed two(2) Business Days, to temporarily close or prohibit access to the Building (including the Premises) or the Project to entry by tenants and their agents,employees, contractors, invitees and licensees after Business Hours, including, but not limited to, temporarily closing or prohibiting access to the Premises,the Common Area, entrances, doors, corridors, elevators and other facilities in the Building or the Project; and(n) Except as required by law, Landlord may not install any pipes ducts, utility lines, conduits or equipment (herein collectively called "UtilityLines") in the Premises unless all of the following conditions be met:(1) such Utility Lines are located in locations which will not materially and adversely interfere with the rights expressly granted to Tenant underthis Lease, or if, from the standpoint of sound architectural and engineering standards such Utility Lines cannot be located in the non-public areas withoutcommercially unreasonable cost, then the same may be located completely beneath the floor or completely within the walls of non-public areas or completelyabove the Tenant's hung ceiling, provided, however, that: (A) the same may not displace or materially and adversely interfere with the location or placementof Tenant's utility lines serving the Premises, it being understood that Tenant's utility lines have priority in their location in the Premises, and (B) with respectto the ceiling area, in no event may the Utility Lines extend lower than Tenant's hung ceiling, and (C) if no finished ceiling exists such area will not beavailable to Landlord for this purpose and Landlord will be restricted to the sub-floor or interior walls as hereinbefore described;-13-(2) such work is performed during non-Business Hours (except in emergencies) unless Tenant, in the exercise of its discretion, agrees otherwise;and(3) Landlord will be liable for all loss (excluding, in all events, loss of business and any other foreseeable or unforeseeable consequential damages,and also excluding, in all events, indirect, special and punitive damages), damage, or injury to persons or property resulting from the installation of theUtility Lines and will indemnify and hold Tenant harmless from all claims, losses (excluding, in all events, loss of business and any other foreseeable orunforeseeable consequential damages, and also excluding, in all events, indirect, special and punitive damages), costs, expenses and liability, includingreasonable attorney's fees, arising from such installation, except to the extent caused by the negligence or intentional misconduct of Tenant and/or itsRepresentatives and/or Visitors.Landlord shall conduct its activities under this Section 6.3 in a manner that will minimize inconvenience to Tenant without incurring additional expense toLandlord. In no event shall Tenant be entitled to an abatement of Rent on account of any entry by Landlord pursuant to this Section 6.3. Landlord shall notbe liable in any manner for any inconvenience, loss of business or other damage to Tenant or other persons arising out of Landlord's entry on the Premises inaccordance with this Section 6.3, except as expressly provided in Section 6.3(n)(iii) above. No action by Landlord pursuant to this Section 6.3 shallconstitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent or to terminate this Lease or otherwise release Tenant fromany of Tenant's obligations under this Lease.6.4 Hazardous Materials.(a) Definitions.(1) "HAZARDOUS MATERIALS" means any of the following, in any amount: (a) any petroleum or petroleum product, asbestos in any form, ureaformaldehyde and polychlorinated biphenyls; (b) any radioactive substance; (c) any toxic, infectious, reactive, corrosive, ignitable or flammable chemical orchemical compound; and (d) any chemicals, materials or substances, whether solid, liquid or gas, defined as or included in the definitions of "hazardoussubstances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants,""solid waste," or words of similar import in any federal, state or local statute, law, ordinance or regulation now existing or existing on or after the Lease Dateas the same may be interpreted by government offices and agencies.(2) "ENVIRONMENTAL REQUIREMENTS" shall mean all present and future Laws, orders, permits, licenses, approvals, authorizations and otherrequirements of any kind applicable to Hazardous Materials.(3) "ENVIRONMENTAL LOSSES" shall mean all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequentialdamages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kindattributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or the Project.-14-(b) Tenant's Covenants. Neither Tenant nor its agents, employees, contractors, licensees, assignees, sublessees, transferees or representatives(collectively, "Representatives") nor its guests, customers, invitees, or visitors (collectively, "Visitors") shall install, handle, generate, store, use, dispose of,discharge, release, abate, remove, transport, or engage in any other activity of any type by, at or about the Premises or the Project in connection with orinvolving Hazardous Materials without Landlord's prior written consent, which consent may be granted, denied, or conditioned upon compliance withLandlord's requirements, all in Landlord's sole and absolute discretion. Notwithstanding the foregoing, normal quantities and use of those HazardousMaterials customarily used in the conduct of general business office activities, such as copier fluids and cleaning supplies ("PERMITTED HAZARDOUSMaterials"), may be used and stored at the Premises without Landlord's prior written consent, provided that Tenant's activities at or about the Premises andthe Project relating to such Permitted Hazardous Materials shall comply at all times with all Environmental Requirements. At the expiration or termination ofthis Lease, Tenant, at its sole cost and expense, shall promptly remove from the Premises and the Project any and all Hazardous Materials (regardless ofwhether any Environmental Requirement requires removal), in compliance with all Environmental Requirements, all Hazardous Materials Tenant causes tobe present in, on, under or about the Project. Tenant shall keep Landlord fully and promptly informed of all Hazardous Materials (other than PermittedHazardous Materials) used by Tenant at the Premises and the Project. Tenant shall be responsible and liable for the compliance with all of the provisions ofthis Section 6.4 by all of Tenant's Representatives and Visitors, and all of Tenant's obligations under this Section 6.4 (including its indemnificationobligations) shall survive the expiration or termination of this Lease.(c) Compliance. Tenant shall, at Tenant's sole cost and expense, promptly take all actions required by any governmental agency or entity inconnection with or as a result of the presence of Hazardous Materials at or about the Premises or the Project caused by Tenant, its Representatives or Visitors,including inspection and testing, performing all cleanup, removal and remediation work required with respect to such Hazardous Materials, complying withall closure requirements and post-closure monitoring, and filing all required reports or plans. All of the foregoing shall be performed in a manner acceptableto Landlord in Landlord's reasonable discretion, and in all events such work shall be performed in a good, safe and workmanlike manner by consultantsqualified and licensed to undertake such work and in a manner that will not interfere with any other tenant's quiet enjoyment of the Project or Landlord's use,operation, leasing and sale of the Project. Tenant shall deliver to Landlord prior to delivery to any governmental agency, or promptly after receipt from anysuch agency, copies of all permits, manifests, closure or remedial action plans, notices, and all other documents relating to the presence of HazardousMaterials at or about the Premises or the Project. If any lien attaches to the Premises or the Project in connection with or as a result of the presence ofHazardous Materials, and Tenant does not cause the same to be released, by payment, bonding or other action reasonably acceptable to Landlord, withintwenty (20) days after the attachment thereof, Landlord shall have the right (but not the obligation) to cause the same to be released by bond and any sumsreasonably expended by Landlord (plus Landlord's administrative costs) in connection therewith shall be payable by Tenant as Additional Rent on demand.(d) Landlord's Rights. Landlord shall have the right, but not the obligation, to enter the Premises during Business Hours on not less than one (1)Business Day's prior written notice (and without notice in emergencies) (i) to confirm Tenant's compliance with the provisions of this Section 6.4, and (ii) toperform Tenant's obligations under this Section 6.4 if Tenant has failed to do so within a reasonable period after written notice to Tenant. Landlord shall alsohave the right to engage qualified Hazardous Materials consultants to inspect the Premises with respect to Hazardous Materials, including review of allpermits, reports, plans, and other documents regarding same. Tenant shall pay to Landlord, as Additional Rent on demand, the costs of Landlord's consultants'fees and all costs incurred by Landlord in performing Tenant's obligations under this Section 6.4. Landlord shall use reasonable efforts to minimize anymaterial interference with Tenant's business caused by Landlord's entry into the Premises, but Landlord shall not be responsible for any interference causedthereby.(e) Tenant's Indemnification. Tenant releases and will indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold harmlessLandlord, Landlord's property manager, Mortgagee and their respective officers, directors, partners, shareholders, members, agents, employees and contractors(collectively, "LANDLORD PARTIES"), from and against any and all claims, actions, demands, liabilities, damages, costs, penalties, forfeitures, losses orexpenses, including, without limitation, reasonable attorneys' fees and the costs and expenses of enforcing any indemnification, defense or hold harmlessobligation hereunder (collectively, "Claims") whatsoever arising or resulting, in whole or in part, directly or indirectly, from the presence, treatment, storage,transportation, disposal, release or management of Hazardous Materials in, on, under, upon or from the Project (including water tables and atmosphere)resulting from or in any way related to Tenant's use of the Premises or Project. Tenant's obligations under this Section 6.4 include, without limitation andwhether foreseeable or unforeseeable, the value of any loss of use and any diminution in value of the Project. The obligations of Tenant under this Section6.4 survive the expiration or earlier termination of this Lease.-15-(f) Landlord's Indemnification. Landlord shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold harmless Tenant and itsofficers, directors, partners, shareholders, members and employees from all Claims arising out of the release of Hazardous Materials at the Project to the extentcaused by Landlord or any Landlord Parties.7. TENANT IMPROVEMENTS & ALTERATIONS.7.1 Landlord's Consent Required. At the time Tenant notifies Landlord that it wishes to commence improvements, Landlord and Tenant shall performtheir respective obligations with respect to design and construction of any improvements to be constructed and installed in the original Premises described inthis Lease (the "TENANT IMPROVEMENTS") as provided in the Tenant Improvement Rider attached hereto and incorporated herein as Exhibit C. In no eventwill Tenant be permitted to make any Alterations involving either (a) the structural, mechanical, electrical, plumbing, fire/life safety or heating, ventilatingand air conditioning systems of the Building or (b) any portion of the Project outside the interior of the Premises. Except for any Tenant Improvements to beconstructed by Tenant as provided in the Tenant Improvement Rider, subject to the following sentence, Tenant shall not make any alterations, improvementsor changes to the Premises, including installation of any security system or telephone or data communication wiring (collectively, "ALTERATIONS"), withoutLandlord's prior written consent, which consent Landlord will not unreasonably withhold, condition or delay. Notwithstanding the foregoing, withoutLandlord's consent (but only upon prior written notice to Landlord), Tenant may make nonstructural alterations which do not affect or otherwise interferewith any portion of the Building Systems, including, but not limited to, mechanical, electrical, plumbing, fire/life safety or heating, ventilating and airconditioning systems of the Building, and which cost not more than Fifty Thousand Dollars ($50,000.00) per occurrence ("PERMITTED ALTERATIONS"). AllAlterations and Permitted Alterations shall be completed by Tenant at Tenant's sole cost and expense, with due diligence, in a good and workmanlikemanner, using new materials; in compliance with plans and specifications previously approved in writing by Landlord, as applicable; in compliance withconstruction rules and regulations promulgated by Landlord from time to time; in accordance with all applicable Laws (including all work, whether structuralor non-structural, inside or outside the Premises, required to comply fully with all applicable Laws and necessitated by Tenant's work); and subject to allconditions which Landlord may in the exercise of Landlord's commercially reasonably judgment impose. Such conditions may include requirements forTenant to: provide payment or performance bonds or additional insurance (from Tenant or Tenant's contractors, subcontractors or design professionals) forthose Alterations costing more than One Hundred Thousand Dollars ($100,000.00) per occurrence; use contractors or subcontractors designated by Landlord(provided that their charges are comparable to those charged by other similarly qualified contractors and subcontractors); and remove all or part of theAlterations and Permitted Alterations prior to or upon expiration or termination of the Term (unless Tenant, at the time Tenant requests Landlord's consent tosuch Alterations (or, with respect to Permitted Alterations, at the time Tenant provides Landlord with written notice of Tenant's intent to install suchPermitted Alterations), requests in writing whether Landlord will require Tenant to remove such Alterations or Permitted Alterations, as applicable, on orbefore the expiration or sooner termination of the Lease, and Landlord, in Landlord's sole and absolute discretion, responds to Tenant in writing stipulatingthat Tenant will not be required to so remove such Alterations or Permitted Alterations, as applicable, on or before the expiration or sooner termination of theLease). If any work outside the Premises, or any work on or adjustment to any of the Building Systems, is required in connection with or as a result of anyAlterations performed by Tenant, such work shall be performed by Landlord at Tenant's sole cost and expense and paid as Additional Rent within thirty (30)days after demand by Landlord. In addition to the foregoing obligations of Tenant, if any governmental authority requires any Alteration to the Building orthe Premises as a result of Tenant's particular use of the Premises or as a result of any Alteration to the Premises made by or on behalf of Tenant or if Tenant'sparticular use of the Premises subjects Landlord or the Project to any obligation under any Laws, Tenant will pay, as Additional Rent, the cost of all suchAlterations or the cost of compliance, as the case may be. If any such Alterations affect the HVAC system, the Building Systems or the structural componentsof the Building (collectively, "STRUCTURAL ALTERATIONS"), Landlord will make the Structural Alterations, provided that Landlord may first require Tenant todeposit with Landlord an amount sufficient to pay the cost of the Structural Alterations (including, without limitation, reasonable overhead andadministrative costs). If the Alterations are not Structural Alterations, Tenant will make the Alterations at Tenant's sole cost and expense in accordance withthe provisions of this Lease. Landlord's right to review and approve (or withhold approval of) Tenant's plans, drawings, specifications, contractor(s) and otheraspects of construction work proposed by Tenant is intended solely to protect Landlord, the Project and Landlord's interests. No approval or consent byLandlord shall be deemed or construed to be a representation or warranty by Landlord as to the adequacy, sufficiency, fitness or suitability thereof orcompliance thereof with applicable Laws or other requirements.-16-7.2 Tenant's Submittals. Before making any Alterations, Tenant shall submit to Landlord, for Landlord's prior approval, reasonably detailed final plansand specifications prepared by a licensed architect or engineer, a copy of the construction contract, including the identity of the contractor and allsubcontractors proposed to be used by Tenant to make the Alterations, and a copy of the contractor's license. Tenant shall reimburse Landlord as AdditionalRent upon demand for any expenses incurred by Landlord in connection with any Alterations made by Tenant, including reasonable fees charged byLandlord's contractors or consultants to review plans and specifications prepared by Tenant and to update the existing as-built plans and specifications of theBuilding to reflect the Alterations. Tenant shall obtain all applicable permits, authorizations and governmental approvals and deliver copies of the same toLandlord before commencement of any Alterations.7.3 Completion of Alterations and Permitted Alterations. Landlord may inspect construction of the Alterations and Permitted Alterations by Tenant.Promptly after completing the Alterations and Permitted Alterations, Tenant will furnish Landlord with contractor's affidavits, full and final lien waivers andreceipted bills covering all labor and materials expended and used in connection with the Alterations and Permitted Alterations. Tenant will remove anyAlterations and Permitted Alterations Tenant constructs in violation of this Article 7 within ten (10) Business Days after Landlord's written request and in anyevent prior to the expiration or earlier termination of this Lease. All Alterations and Permitted Alterations Tenant makes or installs (including all telephone,computer and other wiring and cabling located within the walls of and outside the Premises, but excluding Tenant's movable trade fixtures, furniture andequipment) become the property of Landlord and a part of the Building immediately upon installation and, unless Landlord requires Tenant to remove theAlterations and Permitted Alterations (except that Landlord will not be permitted to require Tenant to remove any Alterations and Permitted Alterations thatLandlord advised Tenant in writing that Tenant would not be required to remove in accordance with Section 7.1 above), Tenant will surrender the Alterationsand Permitted Alterations to Landlord upon the expiration or earlier termination of this Lease at no cost to Landlord.7.4 No Liens. Tenant shall keep the Premises, the Building and the Project free and clear of any and all liens arising out of any work performed, materialsfurnished or obligations incurred by Tenant. If any such lien attaches to the Premises, the Building or the Project, and Tenant does not cause the same to bereleased by payment, bonding or other security reasonably acceptable to Landlord within twenty (20) days after the attachment thereof, Landlord shall havethe right, but not the obligation, to cause the same to be released by bond, and any sums reasonably expended by Landlord (plus Landlord's administrativecosts) in connection therewith shall be payable by Tenant as Additional Rent on demand with interest thereon at the Interest Rate from the date ofexpenditure by Landlord. Tenant shall give Landlord at least ten (10) days' notice prior to the commencement of any Alterations and Permitted Alterationsand cooperate with Landlord in posting and maintaining notices of non-responsibility in connection therewith.-17-7.5 Indemnification. To the fullest extent allowable under the Laws, Tenant releases and will indemnify, protect, defend (with counsel reasonablyacceptable to Landlord) and hold harmless the Landlord Parties and the Project from and against any Claims in any manner relating to or arising out of anyAlterations and Permitted Alterations or any other work performed, materials furnished or obligations incurred by or for Tenant or any person or entityclaiming by, through or under Tenant.8. MAINTENANCE AND REPAIRS.8.1 Landlord's Maintenance. Except as otherwise specifically provided in this Lease, Landlord will repair and maintain the following in good order,condition and repair: (a) the foundations, exterior walls and roof of the Building; and (b) the electrical, mechanical, plumbing, heating and air conditioningsystems, facilities and components located in the Building and used in common by all tenants of the Building. Landlord will also maintain and repair theCommon Area and the windows, doors, plate glass and the exterior surfaces of walls that are adjacent to the Common Area. Landlord's repair and maintenancecosts under this Section 8.1 are Operating Costs. Except as otherwise specifically provided in Section 9.3 below (but only to the extent expresslycontemplated thereunder), neither Base Rent nor Additional Rent will be reduced, nor will Landlord be liable, for loss or injury to or interference withTenant's property, profits or business arising from or in connection with Landlord's performance of its obligations under this Section 8.1.8.2 Tenant's Maintenance. Except as otherwise specifically provided in this Lease, Landlord is not required to furnish any services or facilities, or to makeany repairs or Alterations, in, about or to the Premises or the Project. Except as specifically described in Section 8.1, Tenant assumes the full and soleresponsibility for the condition, operation, repair, replacement, maintenance and management of the Premises. Except as specifically described in Section 8.1,Tenant, at Tenant's sole cost and expense, will keep and maintain the Premises (including, but not limited to, all non-structural interior portions, systems andequipment; interior surfaces of exterior walls; interior moldings, partitions and ceilings; and interior electrical, lighting and plumbing fixtures) in good order,condition and repair, reasonable wear and tear and damage from fire and other casualties excepted. Tenant will keep the Premises in a neat and sanitarycondition and will not commit any nuisance or waste in, on or about the Premises or the Project. If Tenant damages or injures the Common Area or any part ofthe Project other than the Premises, Landlord will repair the damage and Tenant will pay Landlord as Additional Rent for all uninsured costs and expenses ofLandlord in connection with the repair as Additional Rent. Tenant will maintain the Premises in a first-class and fully operative condition. Tenant's repairswill be at least equal in quality and workmanship to the original work and Tenant will make the repairs in accordance with all Laws. Tenant waives thebenefit of any Laws permitting Tenant to make repairs at Landlord's expense.9. SERVICES PROVIDED BY LANDLORD.9.1 Description of Services. Landlord shall furnish to the Premises: reasonable amounts of heat, .ventilation and air conditioning (which shall be providedby Landlord based on standard lighting and general office use only) during Business Hours on weekdays and Saturday, except on state or federal holidaysobserved in the State of Arizona ("BUSINESS DAYS"); reasonable amounts of electricity for operating office machines for general office use; water frombuilding standard outlets for lavatory, restroom and drinking purposes; and janitorial services as are customarily provided in Comparable Buildings.Landlord shall also provide the Building with replacement of light bulbs, tubes, ballasts and starters in Building standard lighting fixtures, periodic windowwashing, elevator service to be used by Tenant in common with other tenants of the Project (Landlord hereby reserving the right to limit the number ofelevators in operation during times other than Business Hours), and Common Area toilet room supplies. Landlord is not required to provide any heat, airconditioning, electricity or other service in excess of that permitted by voluntary or involuntary governmental guidelines or other Laws. Landlord reservesthe right, from time to time, to make reasonable and non-discriminatory modifications to the foregoing standards for utilities and services. Any additionalutilities or services that Landlord may agree to provide (including lamp or tube replacement for other than Building standard lighting fixtures) shall be atTenant's sole expense. Electrical energy will be sufficient for Tenant to operate personal computers and other office equipment of similar low electricalconsumption. Tenant may not use any equipment requiring electrical energy in excess of the above standards without receiving Landlord's prior writtenconsent, which consent Landlord will not unreasonably withhold but may condition on Tenant paying all costs of installing the equipment and facilitiesnecessary to furnish such excess energy and an amount equal to the average cost per unit of electricity for the Building applied to the excess use asreasonably determined either by an engineer selected by Landlord or by submeter installed at Tenant's sole cost and expense. Landlord shall providecommercially reasonable 24-hour security service for the Common Area of the Building, the costs of which will be included as part of Operating Costs.-18-9.2 Payment for Excess Utilities and Services.(a) Upon request by Tenant in accordance with the procedures established by Landlord from time to time for furnishing HVAC service at times otherthan Business Hours, Landlord shall furnish such service to Tenant and Tenant shall pay for such services as Additional Rent on an hourly basis at the actualcost to Landlord for providing such after-hours HVAC service (which rate may be increased from time to time by Landlord to reflect increases in Landlord'sactual costs of utilities). If the extended service is not a continuation of the service furnished by Landlord during Business Hours, Landlord may requireTenant to pay for a minimum of three (3) hours of such service.(b) If the temperature otherwise maintained in any portion of the Premises by the HVAC systems of the Building is affected as a result of (i) any lights,machines or equipment used by Tenant in the Premises, or (ii) the occupancy of the Premises by more than one person per 100 square feet of usable area, thenLandlord shall have the right to install any machinery or equipment reasonably necessary to restore the temperature to that which would have beenmaintained but for such lights, machines, equipment or occupancy, including, without limitation, modifications to the Building standard air conditioningequipment. The cost of any such equipment and modifications, including the cost of acquisition and installation and any additional cost of operation andmaintenance of the same, shall be paid by Tenant to Landlord as Additional Rent upon demand.(c) If Tenant's usage of electricity, water or any other utility service exceeds the use of such utility as Landlord reasonably determines to be typical,normal and customary for the Building, Landlord may determine the amount of such excess use by any reasonable means (including the installation atTenant's expense of one or more separate meters, submeters or other measuring devices) and Tenant shall be obligated to pay the cost of such excess usage asAdditional Rent. In addition, Landlord may impose a reasonable charge for the use of any janitorial services above Building standard that may be requiredbecause of any unusual tenant improvements or Alterations in the Premises (including, without limitation, any unusual tenant improvements installed byLandlord or Tenant pursuant to the Existing Leases prior to the Commencement Date, and any unusual Tenant Improvements, if applicable), the carelessnessof Tenant or the nature of Tenant's business (including hours of operation beyond Business Hours).(d) Tenant is solely responsible for paying either to Landlord, if submetered, or directly to the applicable utility companies, prior to delinquency, allseparately metered or separately charged utilities, if any, provided to the Premises or to Tenant. At such time as any utilities are separately metered orcharged, such separately metered or charged amounts will not be included in Operating Costs, nor shall such utilities used by other tenants or users of theProject be considered Operating Costs for purposes of calculating Tenant's Share of Excess Operating Costs. Except as provided in Section 9.1, Tenant willalso obtain and pay for all other utilities and services Tenant requires with respect to the Premises (including, but not limited to, hook-up and connectioncharges). Landlord has the exclusive right and discretion to select the provider of any utility or other service to the Project (excluding telephone, cable,internet and other telecommunications service providers), without mark-up, and to determine whether the Premises or any other portion of the Project may orwill be separately metered or separately supplied.-19-9.3 Interruption of Services. Subject to the remaining provisions of this Section 9.3, in the event of an interruption in or failure or inability to provide anyservices or utilities to the Premises or Building for any reason (a "SERVICE FAILURE"), such Service Failure shall not, regardless of its duration, impose uponLandlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent or to terminate thisLease or otherwise release Tenant from any of Tenant's obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or futureLaw permitting the termination of this Lease due to such interruption, failure or inability. Notwithstanding the foregoing, if there is a Service Failure which is(a) specific to the Building and/or Project (as opposed to an interruption or curtailment in services which extends beyond the Building or Project), (b) causesthe Premises to be untenantable, (c) is not caused by an event of Force Majeure, and (d) lasts for more than five (5) consecutive Business Days or otherwiseprevents Tenant from being able to access the Premises for more than five (5) consecutive Business Days and Tenant in-fact does not access the Premises forfive (5) consecutive Business Days, then Tenant will be entitled to deliver Landlord a notice stating that if the untenantability caused by the Service Failureis not cured within five (5) Business Days following Landlord's receipt of such notice, Tenant will be entitled to an abatement of Base Rent as provided inthis Section 9.3. If Tenant properly delivers such an abatement notice to Landlord, and the untenantability caused by the Service Failure is not remediedwithin such five (5) Business Day period, then Tenant shall thereafter be entitled to an abatement of Base Rent (in proportion to the portion of the Premisesrendered untenantable by the Service Failure) until such Service Failure is remedied, as reasonably determined by Landlord.10. INSURANCE: INDEMNIFICATION.10.1 Tenant's Insurance Obligations. Tenant will at all times during the Term and during any early occupancy period, at Tenant's sole cost and expense,maintain the insurance this Section 10.1 describes.(a) Liability Insurance. Commercial general liability insurance (providing coverage at least as broad as the current ISO form) with respect to thePremises and Tenant's activities in the Premises and upon and about the Project, on an "occurrence" basis, with minimum limits of $3,000,000 eachoccurrence and $3,000,000 general aggregate. Limits may be provided through a combination of Commercial General Liability and Umbrella Liabilitypolicies, provided that such minimum amounts set forth above are at all times available with respect to this Lease and the Premises. Such insurance mustinclude specific coverage provisions or endorsements (a) for broad form contractual liability insurance insuring Tenant's obligations under this Lease; (b)naming Landlord, Landlord's property manager and, if required, Mortgagee as additional insureds by an "Additional Insured - Managers or Lessors ofPremises" endorsement (or equivalent coverage or endorsement); (c) waiving the insurer's subrogation rights against all Landlord Parties; (d) expressly statingthat Tenant's insurance will be provided on a primary basis and will not contribute with any insurance Landlord maintains; and (e) providing that the insurerhas a duty to defend all insureds under the policy (including additional insureds), and that defense costs are paid in addition to, and do not deplete, thepolicy limits. Tenant's shall provide Landlord with written notice of any modification which materially reduces or otherwise impacts the required coverage assoon as practicable after Tenant becomes aware of the same (provided that Tenant will in no event consent to or otherwise permit a modification of Tenant'scommercial general liability insurance policy in a manner which reduces the minimum limits thereunder below the minimum limits expressly required underthis Section 10.1(a)) or any cancellation or expiration of the commercial general liability insurance policy required to be maintained by Tenant under thisSection 10.1(a). If Tenant provides such liability insurance under a blanket policy, the insurance must be made specifically applicable to the Premises andthis Lease on a "per location" basis.(b) Property Insurance. Property insurance providing coverage at least as broad as the current ISO Special Form ("all-risks") policy in an amount notless than the full insurable replacement cost of all of Tenant's trade fixtures and other personal property within the Premises and improvements or Alterationsand Permitted Alterations to the Premises made by Tenant. Such property insurance must include "agreed amount, no coinsurance" provisions.-20-(c) Other Insurance. Such increased insurance or other insurance as may be required by any Laws from time to time or may reasonably be required byLandlord from time to time (including, without limitation, in connection with any expansion of the Premises). If insurance obligations generally required oftenants in Comparable Buildings increase or otherwise change, Landlord may likewise increase or otherwise change Tenant's insurance obligations under thisLease.(d) Miscellaneous Insurance Provisions. All of Tenant's insurance will be written by companies licensed to transact business in Arizona rated at least"Best A-VII" and otherwise reasonably satisfactory to Landlord. Tenant will deliver evidence of insurance satisfactory to Landlord, (a) on or before theCommencement Date (and prior to any earlier occupancy by Tenant), (b) as soon as practicable upon the expiration of any current policy or certificate, and(c) at such other times as Landlord may reasonably request. Tenant will deliver an ACORD Form 27 (or equivalent) certificate and will attach or cause to beattached to the certificate copies of the endorsements this Section 10.1 requires (including specifically, but without limitation, the "additional insured"endorsement). Tenant's insurance must permit releases of liability and provide for waiver of subrogation as provided in Section 10.1. Landlord'sestablishment of minimum insurance requirements in this Lease is not a representation by Landlord that such limits are sufficient and does not limit Tenant'sliability under this Lease in any manner.(e) Tenant's Waiver and Release of Claims and Subrogation. To the extent not prohibited by the Laws, Tenant, on behalf of Tenant and its insurers,waives, releases and discharges the Landlord Parties from all Claims arising out of personal injury or damage to or destruction of the Premises, Project orTenant's trade fixtures, other personal property or business, and any loss of use or business interruption, occasioned by any fire or other casualty or occurrencewhatsoever (whether similar or dissimilar), regardless whether any such Claim results from the negligence or fault of any Landlord Party or otherwise, andTenant will look only to Tenant's insurance coverage (regardless whether Tenant maintains any such coverage) in the event of any such Claim. Tenant's tradefixtures, other personal property and all other property in Tenant's care, custody or control, is located at the Project at Tenant's sole risk. Landlord is not liablefor any damage to such property or for any theft, misappropriation or loss of such property. Tenant is solely responsible for providing such insurance as maybe required to protect Tenant, its employees and invitees against any injury, loss, or damage to persons or property occurring in the Premises or at the Project,including, without limitation, any loss of business or profits from any casualty or other occurrence at the Project.10.2 Landlord's Insurance Obligations. Landlord will (except for the optional coverages and endorsements Section 10.2 describes) at all times during theTerm maintain the insurance this Section 10.2 describes. All premiums and other costs and expenses Landlord incurs in connection with maintaining suchinsurance are Operating Costs.(a) Property Insurance. Property insurance on the Building providing coverage at least as broad as the current ISO Special Form ("all-risks") policy inan amount not less than the full replacement cost of the Building (less foundation, grading and excavation costs). Landlord may, at its option, obtain suchadditional coverages or endorsements as Landlord deems appropriate or necessary, including, without limitation, insurance covering foundation, grading,excavation and debris removal costs; boiler and machinery insurance; ordinance or laws coverage; earthquake insurance; flood insurance; and othercoverages. Landlord may maintain such insurance in whole or in part under blanket policies. Such insurance will not cover or be applicable to any propertyof Tenant within the Premises (including any improvements or Alterations and Permitted Alterations installed by and in the Premises, including, withoutlimitation, any improvements installed by Landlord or Tenant pursuant to the Existing Leases prior to the Commencement Date, and the TenantImprovements, if applicable) or otherwise located at the Project.(b) Liability Insurance. Commercial general liability insurance against claims for bodily injury, personal injury, and property damage occurring at theProject with minimum limits of $1,000,000 each occurrence and $3,000,000 general aggregate. Such liability insurance will protect only Landlord and, atLandlord's option, Landlord's lender and some or all of the Landlord Parties, and does not replace or supplement the liability insurance this Lease obligatesTenant to carry.-21-(c) Landlord's Waiver and Release of Claims and Subrogation. To the extent not expressly prohibited by the Laws, Landlord, on behalf of Landlordand its insurers, waives, releases and discharges Tenant from all claims or demands whatsoever arising out of damage to or destruction of the Project, or loss ofuse of the Project, occasioned by fire or other casualty, regardless whether any such claim or demand results from the negligence or fault of Tenant, but onlyto the extent the damage, destruction or loss is covered by Landlord's insurance. Landlord's policy or policies of property insurance will permit waiver ofsubrogation as provided in this Section 10.2.10.3 Tenant's Indemnification of Landlord. In addition to Tenant's other indemnification obligations in this Lease but subject to Landlord's agreements inSection 10.2, Tenant releases and will, to the fullest extent allowable under the Laws, indemnify, protect, defend (with counsel reasonably acceptable toLandlord) and hold harmless the Landlord Parties from and against all Claims arising from (a) any breach or default by Tenant in the performance of any ofTenant's covenants or agreements in this Lease, (b) any act, omission, negligence or misconduct of Tenant, (c) any accident, injury, occurrence or damage in,about or to the Premises, and (d) to the extent caused in whole or in part by Tenant (or Tenant's employees, agents or contractors), any accident, injury,occurrence or damage in, about or to the Project.10.4 Tenant's Waiver. In addition to the other waivers of Tenant described in this Lease and to the extent not expressly prohibited by the Laws, theLandlord Parties are not liable for, and Tenant waives, any and all Claims against the Landlord Parties for any damage to improvements or Alterations andPermitted Alterations made to the Premises by Tenant (including, without limitation, any improvements installed by Landlord or Tenant pursuant to theExisting Leases prior to the Commencement Date, and the Tenant Improvements, if applicable), trade fixtures, other personal property or business, and anyloss of use or business interruption, resulting directly or indirectly from (a) any existing or future condition, defect, matter or thing in the Premises or on theProject, (b) any equipment or appurtenance becoming out of repair, (c) any occurrence, act or omission of any Landlord Party, any other tenant or occupant ofthe Building or any other person. This Section 10.4 applies especially, but not exclusively, to damage caused by the flooding of basements or othersubsurface areas and by refrigerators, sprinkling devices, air conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, brokenglass, sewage, gas, odors, noise or the bursting or leaking of pipes or plumbing fixtures. The waiver this Section 10.4 describes applies regardless whether anysuch damage results from an act of God, an act or omission of other tenants or occupants of the Project or an act or omission of any other person.10.5 Tenant's Failure to Insure. Notwithstanding any contrary language in this Lease and any notice and cure rights this Lease provides Tenant, if Tenantfails to provide Landlord with evidence of insurance as required under Section 10.1, which failure is not cured within five (5) Business Days after Tenant'sreceipt of written notice thereof, Landlord may, but is not obligated to, without further demand upon Tenant or notice to Tenant and without giving Tenantany cure right or waiving or releasing Tenant from any obligation contained in this Lease, obtain such insurance for Landlord's benefit. In such event, Tenantwill pay to Landlord, as Additional Rent, all costs and expenses Landlord incurs obtaining such insurance. Landlord's exercise of its rights under this Section10.5 does not relieve Tenant from any default under this Lease.10.6 Landlord's Indemnification of Tenant. Subject to Tenant's waivers, releases and agreements in Article 10 and elsewhere in this Lease, Landlord will,to the fullest extent allowable under the Laws, indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless Tenant againstany Claims brought against Tenant by third parties which (a) arise out of any bodily injury, death or property damage occurring to such third parties at theProject (other than within the Premises), (b) are not caused in whole or in part by Tenant, and (c) are caused in whole or in part by Landlord's (or Landlord'semployees, agents or contractors) negligence or willful misconduct.-22-11. DAMAGE BY FIRE OR OTHER CASUALTY.11.1 Landlord's Duty to Repair.(a) If all or a substantial part of the Premises are rendered untenantable or inaccessible by damage to all or any part of the Project from fire or othercasualty then, unless either party is entitled to and elects to terminate this Lease pursuant to Sections 11.1 or 11.3, Landlord shall, at its expense, usereasonable efforts to repair and restore the Premises and/or the Project, as the case may be, to substantially the condition as existed upon Landlord's deliveryof the Premises to Tenant to the extent permitted by then applicable Laws; provided, however, that in no event shall Landlord have any obligation for repairor restoration beyond the extent of insurance proceeds received by Landlord for such repair or restoration, or for any of Tenant's personal property, TradeFixtures, Permitted Alterations or Alterations.(b) If Landlord is required or elects to repair damage to the Premises and/or the Project, this Lease shall continue in effect, but Tenant's Base Rent andAdditional Rent shall be abated pro rata with regard to any portion of the Premises that Tenant is prevented from using by reason of such damage or its repairfrom the date of the casualty until substantial completion of Landlord's repair of the affected portion of the Premises as required under this Lease. In no eventshall Landlord be liable to Tenant by reason of any injury to or interference with Tenant's business or property arising from fire or other casualty or by reasonof any repairs to any part of the Project necessitated by such casualty.11.2 Landlord's Right to Terminate. Landlord may elect to terminate this Project Lease following damage by fire or other casualty under the followingcircumstances:(a) If, in the reasonable judgment of Landlord, the Premises and the Project cannot be substantially repaired and restored under applicable Laws withinone hundred eighty (180) days from the date of the casualty;(b) If, in the reasonable judgment of Landlord, adequate proceeds are not, for any reason, made available to Landlord from Landlord's insurancepolicies (and/or from Landlord's funds made available for such purpose, at Landlord's sole and absolute discretion) to make the required repairs;(c) If the Building is damaged or destroyed to the extent that, in the reasonable judgment of Landlord, the cost to repair and restore the Buildingwould exceed thirty-three and 33/100ths percent (33.33%) of the full replacement cost of the Building, whether or not the Premises are at all damaged ordestroyed; or(d) If the fire or other casualty occurs during the last year of the Term.In the event of a casualty, Landlord shall give Tenant notice within sixty (60) days after the date thereof, which notice shall specify whether Landlordelects to terminate this Lease as provided in Sections 11.2(a) through 11.2(d) above or, if Landlord does not so elect to terminate this Lease, Landlord'sestimate of the time required to complete Landlord's repair obligations under this Lease.11.3 Tenant's Right to Terminate. If all or substantially all of the Premises are rendered untenantable or inaccessible by damage to all or any part of theProject from fire or other casualty, and Landlord does not elect to terminate as provided above, then Tenant may elect to terminate this Lease if Landlord'sestimate of the time required to complete Landlord's repair obligations under this Lease is greater than one hundred eighty (180) days, in which event Tenantmay elect to terminate this Lease by giving Landlord notice of such election to terminate within thirty (30) days after Landlord's notice to Tenant pursuant toSection 11.2.-23-11.4 Exclusive Casualty Remedy. The provisions of this Article 11 are Tenant's sole and exclusive rights and remedies in the event of a casualty. To theextent permitted by the Laws, Tenant hereby waives the provisions of Arizona Revised Statutes § 33-343 and any other applicable existing or future Lawpermitting an abatement of Rent or termination of a lease agreement in the event of damage or destruction under any circumstances other than as provided inSection 11.3.12. CONDEMNATION.12.1 Definitions.(a) "Award" shall mean all compensation, sums, or anything of value awarded, paid or received on a total or partial Taking.(b) "Taking" shall mean (i) a permanent taking (or a temporary taking for a period extending beyond the end of the Term) pursuant to the exercise ofthe power of condemnation or eminent domain by any public or quasi-public authority, private corporation or individual having such power ("CondemningAUTHORITY"), whether by legal proceedings or otherwise, or (ii) a voluntary sale or transfer by Landlord to any such authority, either under threat ofcondemnation or while legal proceedings for condemnation are pending.(c) "TAKING DATE" shall mean the earlier of the date that title to the property taken is vested in the Condemning Authority or the date theCondemning Authority has the right to possession of the property being condemned.12.2 Effect of Taking on Lease.(a) In the event of a Taking of all of the Premises, this Lease shall terminate as of the Taking Date; In the event of a Taking of less than all of thePremises, this Lease shall remain in full force and effect; provided, however, that if the portion of the Premises remaining after the Taking is unsuitable forTenant's intended purposes hereunder, as reasonably determined by Landlord and Tenant, then, upon notice to Landlord within thirty (30) days afterLandlord notifies Tenant of the Taking, Tenant may terminate this Lease effective as of the Taking Date of the Taking. Tenant shall pay Rent to the TakingDate.(b) In the event of a Taking of thirty-three and 33/100ths percent (33.33%) or more of the Project or of the Project or of the Parking Facilities or of thefloor area of the Building, or if as a result of any Taking the Building is no longer reasonably suitable for use as an office building, or if a Taking reduces thevalue of the Project by fifty percent (50%) or more (all as reasonably determined by Landlord), whether or not any portion of the Premises is taken, Landlordmay, at Landlord's option, elect to terminate this Lease, effective as of the Taking Date, by notice given to Tenant within thirty (30) days after the TakingDate.(c) If all or a portion of the Premises is temporarily taken by a Condemning Authority for a period not extending beyond the end of the Term, thisLease shall remain in full force and effect.12.3 Restoration. If this Lease is not terminated as provided in Section 12.2 and the Taking includes a portion of the Premises, this Lease willautomatically terminate as to the portion of the Premises Taken, and Landlord, at its expense, shall diligently proceed to repair and restore the Premises tosubstantially its former condition (to the extent permitted by then applicable Laws) and/or repair and restore the Building to an architecturally completeoffice building; provided, however, that Landlord's obligations to so repair and restore shall be limited to the amount of any Award received by Landlord andnot required to be paid to any Mortgagee (as defined in Section 16.2 below). In no event shall Landlord have any obligation to repair or replace anyimprovements in the Premises beyond the amount of any Award received by Landlord for such repair or to repair or replace any of Tenant's personal property,Trade Fixtures, Permitted Alterations or Alterations.-24-12.4 Abatement and Reduction of Rent. If any portion of the Premises is taken in a Taking or is rendered permanently untenantable by repairsnecessitated by such Taking, and this Lease is not terminated as a result thereof, then in that event the Base Rent and Additional Rent payable under thisLease shall be proportionally reduced as of the Date of the Taking based upon the percentage of rentable square feet in the Premises so taken or renderedpermanently untenantable. In addition, if this Lease remains in effect following a Taking and Landlord is obligated to repair and restore the Premises, theBase Rent and Additional Rent payable under this Lease shall be equitably abated during the period of such repair or restoration to the extent such repairsprevent Tenant's use of the Premises.12.5 Awards. Any Award made shall be paid to Landlord, and Tenant hereby assigns to Landlord, and waives all interest in or claim to, any such Award,including any claim for the value of the leasehold interest created by this Lease; provided, however, that, so long as Landlord's award is not reduced as aresult, Tenant shall be entitled to prosecute a separate claim for an Award for a temporary Taking of the Premises or a portion thereof where this Lease is notterminated (to the extent such Award relates to the unexpired Term), or an Award separately designated for relocation expenses or the interruption of ordamage to Tenant's business or as compensation for Tenant's personal property, Trade Fixtures, Permitted Alterations or Alterations. In no event shall Tenantbe entitled to any award for loss of Tenant's interest in this Lease or for loss of leasehold.12.6 Exclusive Taking Remedy. The provisions of this Article 12 are Tenant's sole and exclusive rights and remedies in the event of a Taking. To theextent permitted by the Laws, Tenant waives the benefits of any Law that provides Tenant any abatement or termination rights or any right to receive anypayment or award (by virtue of a Taking) not specifically described in this Article 12.13. ASSIGNMENT AND SUBLETTING.13.1 Landlord's Consent Required. Except as expressly provided in Section 13.8 below, Tenant shall not assign this Lease or any interest therein, orsublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other mannertransfer all or any part of Tenant's interest under this Lease (each and all a "Transfer"), without the prior written consent of Landlord, which consent (subjectto the other provisions of this Section 13.1) shall not be unreasonably withheld, conditioned or delayed. If Tenant is a business entity, any direct or indirecttransfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than onetransaction) shall be deemed a Transfer. Notwithstanding any provision in this Lease to the contrary, Tenant shall not mortgage, pledge, hypothecate orotherwise encumber this Lease or all or any part of Tenant's interest under this Lease. Any attempted Transfer in violation of this Lease is null and void andconstitutes an Event of Default under this Lease. In no event may Tenant cause or permit a Transfer to another tenant of the Project. Tenant will pay toLandlord, as Additional Rent, all costs and expenses Landlord incurs in connection with any proposed Transfer (whether Landlord consents thereto or not),including, without limitation, reasonable attorneys' fees and costs.13.2 Landlord's Consent Standards.(a) Prior to any proposed Transfer (other than a Transfer to an Affiliate (as hereinafter defined), which shall be governed by Section 13.8 below),Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "ProposedTransferee"); (ii) the nature of the business proposed to be carried on in the Premises (which in all events must be the same as the use described in Section6.1 or, if not the same use described in Section 6.1, the business proposed to be carried on in the Premises by the Proposed Transferee will be subject toLandlord's prior written approval, not to be unreasonably withheld, conditioned or delayed so long as the proposed use is a general office use compatiblewith other then- current uses of space by tenants and occupants of the Building and not in violation of any other then- current restricted/exclusive usesapplicable to Building tenants; (iii) a current audited balance sheet, audited income statements for the last two years and such other reasonable financial andother information concerning the Proposed Transferee as Landlord may reasonably request; and (iv) a copy of the fully-executed assignment, sublease orother agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives the foregoing information, Landlord shall notifyTenant whether it approves or disapproves such Transfer or if it elects to recapture all or a portion of the Premises pursuant to Section 13.5.-25-(b) For purposes of Section 13.1 and in addition to any other reasonable grounds for denial, Landlord's consent to a Transfer will be deemedreasonably withheld if, in Landlord's good faith judgment, any one or more of the following apply: (a) the Proposed Transferee does not have the financialstrength to perform the Tenant's obligations under this Lease; (b) the business and operations of the Proposed Transferee are not in keeping with the permitteduse set forth in Section 6.1 of this Lease;(c) either the Proposed Transferee, or any affiliate of the Proposed Transferee, occupies or is negotiating with Landlord to lease space in the Building(or was, in the six (6) months prior to Tenant's request, negotiating with Landlord to lease space in the Building); (d) the Proposed Transferee does not have agood business reputation; (e) the use of the Premises by the Proposed Transferee would, in Landlord's reasonable judgment, (1) impact the Building or theProject in a negative manner or (2) violate an exclusive use granted to another tenant within the Project, which exclusive use is in force and effect as of theeffective date of the proposed Transfer; (f) if the subject space is only a portion of the Premises and the physical subdivision of such portion is, or wouldrender the Premises, not regular in shape with appropriate means of ingress and egress and facilities suitable for normal renting purposes, or is otherwise notreadily divisible from the Premises; (g) the Transfer would require Alteration to the Building or the Project to comply with applicable Laws; (h) the transfereeis a government (or agency or instrumentality thereof); or (i) an Event of Default exists under this Lease at the time Tenant requests consent to the proposedTransfer or on the effective date of the proposed Transfer.13.3 Excess Consideration. If Landlord consents to a Transfer, Landlord shall be entitled to receive, as Additional Rent hereunder, fifty percent (50%) ofall Sublease Profits (as defined below). The term "Sublease Profits" shall mean any consideration paid by the Transferee for the assignment and in the case ofa sublease, the excess of the Rent and other consideration payable by the subtenant, over the amount of Rent payable hereunder applicable to the spaceassigned or subleased after deducting the reasonable expenses incurred by Tenant for (i) any commercially reasonable changes, alterations and improvementsto the Premises in connection with the Transfer, (ii) any brokerage commissions paid to independent third parties in connection with the Transfer, (iii) anycommercially reasonable rental abatement provided to such Transferee and (iv) any reasonable attorneys' fees incurred to document such Transfer. "SubleaseProfits" shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and anypayment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred byTenant to Transferee solely in connection with such Transfer. Tenant shall pay to Landlord as Additional Rent, within thirty (30) days after receipt by Tenant,any such excess consideration paid by any transferee (the "Transferee") for the Transfer.13.4 No Release Of Tenant. No consent by Landlord to any Transfer shall relieve Tenant of any obligation to be performed by Tenant under this Lease,whether occurring before or after such consent, assignment, subletting or other Transfer and Tenant shall continue to be liable to Landlord hereunder as aprincipal and not as a surety. Each Transferee shall be jointly and severally liable with Tenant (and Tenant shall be jointly and severally liable with eachTransferee) for the payment of Rent (or, in the case of a sublease, Rent in the amount set forth in the sublease) and for the performance of all other terms andprovisions of this Lease. The consent by Landlord to any Transfer shall not relieve Tenant or any Transferee from the obligation to obtain Landlord's expressprior written consent to any subsequent Transfer by Tenant or any Transferee. The acceptance of Rent by Landlord from any other person (whether or notsuch person is an occupant of the Premises) shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent by Landlord toany Transfer. The voluntary, involuntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work amerger, and any such surrender or cancellation shall, at the option of Landlord, either terminate all or any existing subleases or operate as an assignment toLandlord of any or all of such subleases.-26-13.5 Landlord's Recapture Right. Notwithstanding any of the above provisions of this Article 13 to the contrary, if Tenant notifies Landlord that it desiresto enter into a Transfer, within ten (10) business days of receipt of Tenant's notice, Landlord must advise Tenant in writing as to whether it elects to (a) in thecase of an assignment of the Lease or a sublease of the entire Premises for the entirety (or substantially the entirety) of the remainder of the Term, to terminatethis Lease, or (b) in the case of a sublease of less than the entire Premises, which sublease is for the entirety (or substantially the entirety) of the remainder ofthe Term, to terminate this Lease as it relates to the space proposed to be subleased by Tenant. In such event, this Lease will terminate (or the space proposedto be subleased will be removed from the Premises subject to this Lease and the Base Rent and Tenant's Share under this Lease shall be reduced pro rata) onthe date the Transfer was proposed to be effective, and Landlord may thereafter lease such space to any party, including the prospective Transferee identifiedby Tenant.13.6 Intentionally Deleted.13.7 Assignment of Sublease Rents. Tenant hereby absolutely and irrevocably assigns to Landlord any and all rights to receive Rent and otherconsideration from any sublease and agrees that Landlord, as assignee or as attorney-in-fact for Tenant for purposes hereof, or a receiver for Tenant appointedon Landlord's application may, but shall not be obligated to, collect such Rents and other consideration and apply the same toward Tenant's obligations toLandlord under this Lease; provided, however, that Landlord grants to Tenant at all times prior to occurrence of any breach or default by Tenant a revocablelicense to collect such Rents (which license shall automatically and without notice be and be deemed to have been revoked and terminated immediatelyupon any Event of Default).13.8 Affiliate Transfers. Provided that no Event of Default exists under this Lease, Tenant may, without Landlord's consent, assign or sublet all or aportion of this Lease or the Premises to an Affiliate if (a) Tenant notifies Landlord at least thirty (30) days prior to such Transfer; (b) Tenant delivers toLandlord, at the time of Tenant's notice, current financial statements of Tenant and the proposed transferee that are reasonably acceptable to Landlord; and (c)Tenant delivers to Landlord, not later than the effective date of the Transfer, a written agreement reasonably acceptable to Landlord under which thetransferee assumes and agrees to perform Tenant's obligations under this Lease and to observe all terms and conditions of this Lease. Tenant will alsopromptly provide Landlord with copies of any documents reasonably requested by Landlord to document the status and relationship between Tenant and itsAffiliate. A Transfer to an Affiliate does not release Tenant from any liability or obligation under this Lease. For purposes of this Article 13, "Affiliate" meansany person or entity that, directly or indirectly, controls, is controlled by or is under common control with Tenant. For purposes of this definition, "control"means possessing the power to direct or cause the direction of the management and policies of the entity by the ownership of a majority of the votingsecurities of the entity.14. DEFAULTS; REMEDIES.14.1 Events of Default. The occurrence of any of the following shall constitute an "EVENT OF DEFAULT" by Tenant under this Lease. Landlord and Tenantagree that the notices required by this Section 14.1 are intended to satisfy any and all notice requirements imposed by the Laws and are not in addition to anysuch requirements.(a) Tenant fails to make any payment of Rent when due, or any amount required to replenish the Security Deposit, and such failure is not cured byTenant within five (5) Business Days after receipt of written notice from Landlord.(b) Tenant breaches or fails to perform or comply with any of Tenant's nonmonetary obligations under. this Lease and such breach or failure is notfully cured within twenty (20) days after Landlord notifies Tenant of such breach or failure; provided, however, if such breach or failure cannot be curedwithin such twenty (20) day period, Tenant fails within such twenty (20) day period to commence, and thereafter diligently proceed with, all actionsnecessary to cure such breach or failure as soon as reasonably possible, but in all events within sixty (60) days after Landlord's notice.-27-(c) Tenant ceases doing business as a going concern; makes an assignment for the benefit of creditors; is adjudicated an insolvent, files a petition (orfiles an answer admitting the material allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, law or regulationaffecting creditors' rights; all or substantially all of Tenant's assets are subject to judicial seizure or attachment and are not released within thirty (30) days, orTenant consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Tenant or for all or any substantial part of Tenant's assets.(d) Tenant fails, within sixty (60) days after the commencement of any proceedings against Tenant seeking relief under any state or federal bankruptcyor other statute, law or regulation affecting creditors' rights, to have such proceedings dismissed, or Tenant fails, within sixty (60) days after an appointment,without Tenant's consent or acquiescence, of any trustee, receiver or liquidator for Tenant or for all or any substantial part of Tenant's assets, to have suchappointment vacated.14.2 Remedies. Upon the occurrence of an Event of Default, Landlord may, at any time and from time to time, and without preventing Landlord fromexercising any other right or remedy available to Landlord at law or in equity, exercise any one or more of the following remedies:(a) Landlord may terminate Tenant's right to possess the Premises by any lawful means with or without terminating this Lease, in which event Tenantwill immediately surrender possession of the Premises to Landlord. In such event, this Lease shall continue in full force and effect (except for Tenant's right topossess the Premises) and Tenant shall continue to be obligated for and must pay all Rent as and when due under this Lease. Unless Landlord specificallystates that it is terminating this Lease, Landlord's termination of Tenant's right to possess the Premises is not to be construed as an election by Landlord toterminate this Lease or Tenant's obligations and liabilities under this Lease. If Landlord terminates Tenant's right to possess the Premises, Landlord is notobligated to, but may at its election, re-enter the Premises and remove all persons and property from the Premises. Landlord may store any property Landlordremoves from the Premises in a public warehouse or elsewhere at the cost and for the account of Tenant. Upon such re-entry, Landlord is not obligated to, butmay at its election, relet all or any part of the Premises to a third party or parties for Tenant's account. Tenant is immediately liable to Landlord for all costsand expenses Landlord incurs re-entering or reletting all or any part of the Premises, including, without limitation, all costs and expenses Landlord incurs in(i) maintaining or preserving the Premises after an Event of Default; (ii) recovering possession of the Premises, removing persons and property from thePremises and storing such property (including court costs and reasonable attorneys' fees); (iii) reletting, renovating or altering the Premises; (iv) paying realestate commissions, advertising expenses and similar expenses in connection with reletting all or any part of the Premises; and (v) granting concessions inconnection with re-entering or re-letting all or any part of the Premises, including, without limitation, the value of free Rent given to a replacement tenant(collectively, "RE-ENTRY COSTS") and must pay Landlord the same as Additional Rent within five (5) days after Landlord's notice to Tenant. Landlord mayrelet the Premises for a period shorter or longer than the remaining Term. If Landlord relets all or any part of the Premises, Tenant will continue to pay Rentwhen due under this Lease and Landlord will refund to Tenant the difference between all Rental Landlord actually receives from any reletting of all or anypart of the Premises, less any indebtedness from Tenant to Landlord other than Rent (which indebtedness is paid first to Landlord) and less the Re-entry Costs(which costs are paid second to Landlord), up to a maximum amount equal to the Rent Tenant paid that came due after Landlord's reletting. If the sumdescribed in the preceding sentence exceeds the Rent payable by Tenant hereunder, Landlord will apply the excess sum to future Rent due under this Lease;provided, however, that Landlord may retain any surplus remaining at the expiration of the Term.(b) Landlord may continue this Lease in effect and recover Rent as it becomes due.(c) Landlord may cure the Event of Default at Tenant's expense. If Landlord pays any sum or incurs any expense in curing the Event of Default, Tenantshall reimburse Landlord as Additional Rent upon demand for the amount of such payment or expense with interest at the Interest Rate from the date the sumis paid or the expense is incurred until Landlord is reimbursed by Tenant.-28-(d) Landlord may terminate this Lease effective on the date Landlord specifies in Landlord's notice to Tenant. Upon termination, Tenant willimmediately surrender possession of the Premises to Landlord. If Landlord terminates this Lease, Landlord may recover from Tenant and Tenant will pay toLandlord on demand as Additional Rent all damages Landlord incurs by reason of Tenant's default, including, without limitation, (a) all Rent due andpayable under this Lease as of the effective date of the termination; (b) any amount necessary to compensate Landlord for any detriment proximately causedLandlord by Tenant's failure to perform its obligations under this Lease or which in the ordinary course would likely result from Tenant's failure to perform,including, but not limited to, any Re-entry Costs; (c) an amount equal to the difference between the present worth, as of the effective date of the termination,of the Base Rent for the balance of the Term remaining after the effective date of the termination (assuming no termination) and the present worth, as of theeffective date of the termination, of a fair market base rent for the Premises for the same period (as Landlord reasonably determines the fair market basic Rent);and (d) Tenant's Share of Excess Operating Costs to the extent Landlord is not otherwise reimbursed for such Excess Operating Costs. For purposes of thisSection 14.2, Landlord will compute present worth by utilizing a discount rate of eight percent (8%) per annum. Nothing in this Section 14.2 limits orprejudices Landlord's right to prove and obtain damages in an amount equal to the maximum amount allowed by the Laws, regardless whether such damagesare greater than the amounts set forth in this Section 14.2.14.3 Waiver and Release. Tenant waives and releases all Claims Tenant may have resulting from Landlord's re-entry and taking possession of the Premisesby any lawful means and removing and storing Tenant's property as permitted under this Lease, regardless whether this Lease is terminated and, to the fullestextent allowable under the Laws, Tenant releases and will indemnify, defend (with counsel reasonably acceptable to Landlord), protect and hold harmless theLandlord Parties from and against any and all Claims occasioned thereby. No such reentry is to be considered or construed as a forcible entry by Landlord.14.4 No Waiver. No provisions of this Lease shall be deemed waived by Landlord unless such waiver is in a writing signed by Landlord. The waiver byLandlord of any breach of any provision of this Lease shall not be deemed a waiver of such provision or of any subsequent breach of the same or any otherprovision of this Lease. No delay or omission in the exercise of any right or remedy of Landlord upon any default by Tenant shall impair such right or remedyor be construed as a waiver. Landlord's acceptance of any payments of Rent due under this Lease shall not be deemed a waiver of any default by Tenant underthis Lease (including Tenant's recurrent failure to timely pay Rent) other than Tenant's nonpayment of the accepted sums, and no endorsement or statementon any check or payment or in any letter or document accompanying any check or payment shall be deemed an accord and satisfaction. Landlord's consent toor approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to orapproval of any subsequent act by Tenant.14.5 Landlord's Default. Landlord will not be in default under this Lease unless Landlord breaches or fails to perform any of Landlord's obligations underthis Lease and the breach or failure continues for a period of thirty (30) consecutive days after Tenant notifies Landlord in writing of Landlord's breach orfailure or if Landlord fails to cure an emergency affecting Tenant's quiet enjoyment of the Premises within a reasonable period of time (depending on thenature of the harm to Tenant's quiet enjoyment or the emergency) after Tenant gives written notice thereof (or oral notice in the event of an emergency) toLandlord; provided that if Landlord is not able through the use of commercially reasonable efforts to cure a nonemergency breach or failure within suchthirty (30) consecutive day period, Landlord's breach or failure is not a default as long as Landlord commences to cure its breach or failure within the thirty(30) consecutive day period and thereafter diligently pursues the cure to completion.-29-15. SURRENDER AND HOLDING OVER.15.1 Surrender. Upon the expiration or termination of this Lease, Tenant shall surrender the Premises and all tenant improvements, Permitted Alterationsand Alterations (including, without limitation, any tenant improvements installed by Landlord or Tenant pursuant to the Existing Leases prior to theCommencement Date, and the Tenant Improvements, if applicable) to Landlord broom-clean and in their original condition, except for reasonable wear andtear, damage from casualty or condemnation and any changes resulting from Permitted Alterations and approved Alterations and the Tenant Improvements, ifapplicable; provided, however, that prior to the expiration or termination of this Lease, Tenant shall remove all from the Premises all of Tenant's personalproperty and any Trade Fixtures and all Alterations, Permitted Alterations and Tenant Improvements that Landlord has elected to require Tenant to remove(except that Landlord will not be permitted to require Tenant to remove (a) any Alterations and Permitted Alterations that Landlord advised Tenant in writingthat Tenant would not be required to remove in accordance with Section 7.1 above, (b) any tenant improvements installed by Landlord or Tenant pursuant tothe Existing Leases prior to the Commencement Date, or (c) any Tenant Improvements that Landlord advised Tenant in writing that Tenant would not berequired to remove in accordance with Exhibit C) and repair any damage caused by such removal, and if such removal is not timely completed, Landlordshall have the right (but no obligation) to remove the same, and Tenant shall pay Landlord as Additional Rent on demand for all costs of removal and storagethereof and for the rental value of the Premises for the period from the end of the Term through the end of the time reasonably required for such removal.Landlord shall also have the right to retain or dispose of all or any portion of such property if Tenant does not pay all such costs and retrieve the propertywithin twenty (20) days after notice from Landlord (in which event title to all such property described in Landlord's notice shall be transferred to and vest inLandlord). Tenant waives all Claims against Landlord for any damage or loss to Tenant resulting from Landlord's removal, storage, retention, or dispositionof any such property. Upon expiration or termination of this Lease or of Tenant's possession, whichever is earliest, Tenant shall surrender all keys to thePremises or any other part of the Building and shall deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes,cabinets and vaults that may be located in the Premises. Tenant's obligations under this Section 15.1 shall survive the expiration or termination of this Lease.15.2 Holding Over. If Tenant (directly or through any Transferee or other successor-in-interest of Tenant) holds over after the expiration or termination ofthis Lease, with or without the express written consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewalhereof or an extension for any further term, and in such case Tenant shall continue to comply with or perform all the terms and obligations of Tenant underthis Lease, except that Rent shall be payable, if without the express written consent of Landlord, at a monthly rate equal to one hundred fifty percent (150%)of Rent, or, if with the express written consent of Landlord, at a monthly rate equal to the Rent applicable during the last rental period of the Term. No act oromission by Landlord, other than its specific written consent, which Landlord may grant or withhold in Landlord's sole and absolute discretion, shallconstitute permission for Tenant to continue in possession of the Premises. In all events, Landlord may terminate Tenant's holdover tenancy at any time uponthirty (30) days written notice. Acceptance by Landlord of Rent after such termination shall not constitute a renewal or extension of this Lease; and nothingcontained in this provision shall be deemed to waive Landlord's right of re-entry or any other right hereunder or at law. Tenant shall indemnify, defend andhold Landlord harmless from and against all Claims arising or resulting directly or indirectly from Tenant's failure to surrender the Premises within thirty (30)days of the expiration or sooner termination of this Lease, including (i) any Rent payable by or any loss, cost, or damages claimed by any prospective tenantof the Premises, and (ii) Landlord's damages as a result of such prospective tenant rescinding or refusing to enter into the prospective lease of the Premises byreason of such failure to timely surrender the Premises.-30-16. SUBORDINATION: ATTORNMENT: ESTOPPEL CERTIFICATES.16.1 Subordination: Attornment. This Lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now orhereafter affect such leases or the Project (collectively, "Mortgages"), and to all renewals, modifications, consolidations, replacements and extensions of anysuch Mortgages. At the request of any underlying lessor or mortgagee, Tenant shall attorn to such underlying lessor or mortgagee, its successors in interest orany purchaser in a foreclosure sale. If an underlying lessor or mortgagee or any other person shall succeed to the rights of Landlord under this Lease, whetherthrough possession or foreclosure action, or the delivery of a new lease or deed, then, as long as no Event of Default occurs under this Lease after Tenant'sreceipt of written notice of such default, the holder of the Mortgage will not disturb Tenant's rights of possession under this Lease. At the request of thesuccessor landlord and upon such successor landlord's written agreement to accept Tenant's attornment and to recognize Tenant's interest under this Lease, (i)Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease and (ii) this Lease shall continue in fullforce and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease. Thisclause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgagee, affectingany lease or the Project. In confirmation of such subordination and/or attornment, Tenant shall execute promptly any certificate that Landlord mayreasonably request. Tenant hereby covenants and agrees that the holder of any existing Mortgage, or anyone claiming by, through or under said holder shallnot be: (a) liable for any act or omission for any prior landlord (including Landlord), (b) subject to any offsets or defenses which Tenant might have againstany prior landlord (including Landlord), (c) bound by any Base Rent or Additional Rent or other charges which Tenant might have paid for more than thecurrent month to a prior landlord (including Landlord), or (d) bound by any material modification of this Lease made without the consent of such Mortgagee.If required by the current Mortgagee, Tenant will execute and deliver to Landlord, concurrently with Tenant's execution of this Lease and delivery thereof toLandlord, a subordination, non-disturbance and attornment agreement in the form of Exhibit E attached hereto and incorporated herein.16.2 Mortgagee Protection. Tenant agrees to give any holder of any Mortgage covering any part of the Project ("MORTGAGEE"), by certified mail, returnreceipt requested, a copy of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way ofnotice of assignment of rents and leases, or otherwise) of the address of such Mortgagee. If Landlord fails to cure such default within thirty (30) days from theeffective date of such notice of default, then the Mortgagee shall have an additional thirty (30) days within which to cure such default or if such defaultcannot be cured within that time, then such additional time as may be reasonably necessary to cure such default (including the time necessary to foreclose orotherwise terminate its Mortgage, if necessary to effect such cure), and this Lease shall not be terminated so long as such remedies are being diligentlypursued.16.3 Estoppel Certificates. Within ten (10) Business Days after written request therefor, Tenant shall execute and deliver to Landlord, in a form providedby or satisfactory to Landlord, a certificate stating that this Lease is in still force and effect, describing any amendments or modifications hereto,acknowledging that this Lease is subordinate or prior, as the case may be, to any Encumbrance and stating any other information Landlord may reasonablyrequest, including the Term, the monthly Base Rent, the date to which Rent has been paid, the amount of any security deposit or prepaid Rent, whether eitherparty hereto is in default under the terms of the Lease, and whether Landlord has completed its construction obligations hereunder (if any). If Tenant failstimely to execute and deliver such certificate as provided above, then Landlord and the addressee of such certificate shall be entitled to rely upon theinformation contained in the certificate submitted to Tenant as true, correct and complete, and Tenant shall be estopped from later denying, contradicting ortaking any position inconsistent with the information contained in such certificate. Any person or entity purchasing, acquiring an interest in or extendingfinancing with respect to the Project shall be entitled to rely upon any such certificate. If Tenant fails to deliver such certificate within ten (10) days afterLandlord's second written request therefor, which second written request will reiterate the following remedies in balded, all capital letters, such failure shallbe deemed an Event of Default by Tenant and Tenant shall be liable to Landlord for any and all damages incurred by Landlord, including, without limitation,any profits or other benefits from any financing of the Project or any interest therein which are lost or made unavailable as a result, directly or indirectly, ofTenant's failure or refusal to timely execute or deliver such estoppel certificate.17. ADDITIONAL PROVISIONS.17.1 Intentionally Deleted.-31-17.2 Parking. Commencing on the Commencement Date and continuing throughout the remainder of the Term, Landlord licenses to Tenant the followingparking spaces (i.e., five hundred fifty-six (556) unreserved parking spaces in the aggregate), all of such parking spaces to be located in a portion of theParking Facilities as designated from time to time by Landlord and provided to Tenant at the following rates:Second Floor Premises: PeriodNumber of Parking SpacesRate Commencement Date-03/31/16373 unreserved$25 per unreserved parking space 04/01/16-Expiration of Term (as the same may beextended)373 unreservedPrevailing market rate (which is currently$50.00 per month for each of theunreserved parking spaces)First Floor Premises (Suites 115, 120 & 130): PeriodNumber of Parking SpacesRate Commencement Date-12/31/1588 unreserved$0 per unreserved parking space 01/01/16-Expiration of Term (as the same may beextended)88 unreservedPrevailing market rate (which is currently$50.00 per month for each of theunreserved parking spaces)First Floor Premises (Suite 100 105 & 110): PeriodNumber of Parking SpacesRate Commencement Date-01/31/1795 unreserved$0 per unreserved parking space 02/01/17-Expiration of Term (as the same may beextended)95 unreservedPrevailing market rate (which is currently$50.00 per month for each of theunreserved parking spaces)Landlord may change its parking charges at any time on not less than thirty (30) days prior notice to Tenant. Unless otherwise notified by Landlord,Tenant will pay all parking fees as Additional Rent at the same time, place and manner as Base Rent, but said parking may be paid separately by Tenant.Parking at the Project by Tenant is subject to the other provisions of this Lease, including without limitation, the Building Rules. In no event will Landlordbe liable for any loss, damage or theft of, to or from any vehicle at the Project. From time to time during the Term, Tenant may request the license ofadditional unreserved parking spaces, and in such event, provided the same are available, as determined by Landlord in Landlord's sole and absolutediscretion, Landlord will license same to Tenant on the same terms and conditions as are set forth above. Tenant hereby expressly acknowledges and agreesthat the Parking Facilities may include surface parking adjacent to the Building in which the Premises is located if Landlord, in Landlord's sole and absolutediscretion, elects to construct such surface parking at any time during the Term.17.3 Expanded Development. Tenant acknowledges and agrees that the Building may be included within a larger, integrated real estate developmentincluding additional buildings and land. Landlord may elect, in Landlord's sole discretion, to operate such development as a unit and compute any ExcessOperating Costs accordingly. If Landlord does so, then Tenant's Share of Excess Operating Costs will be appropriately adjusted to compare the rentable areaof the Premises to the total rentable area within such development for which expenses are included. Nothing herein will be deemed to require Landlord todevelop or construct any such additional buildings or to combine the Building with any other buildings.-32-17.4 Signs. Landlord will initially provide to Tenant (a) one building standard tenant identification sign adjacent to the entry door of the Premises and (b)one standard building directory listing. The signs will conform to Landlord's sign criteria. Tenant will not install or permit to be installed in the Premises anyother sign, decoration or advertising material of any kind that is visible from the exterior of the Premises. Landlord may remove, at Tenant's sole cost andexpense, any sign, decoration or advertising material that violates this Section 17.4 which is not removed within five (5) Business Days after Tenant's receiptof written notice from Landlord. In addition to the foregoing, and provided Tenant is able to obtain all necessary governmental and quasi-governmentalapprovals therefor, Landlord will, at Tenant's expense, install a sign on the exterior of the North side of the Building displaying Tenant's name, which signwill be in the location depicted on Exhibit F attached hereto and incorporated herein. Tenant must pay all annual and other permit fees therefor and must payall costs of maintenance thereof during the Term and all costs for the removal thereof upon the expiration or earlier termination of the Term. Any such signand the display of Tenant's name thereon will be subject to the terms of any restrictive covenants applicable thereto and all laws, codes, ordinances, rules andregulations, and will be subordinate to all building designation signs (if any). Such sign must conform to the comprehensive sign plan approved by the City.The size, location, design and all other aspects of such sign, including the conformance thereof to such comprehensive sign plan, will be subject toLandlord's approval. When Tenant requests Landlord's approval of such sign, Tenant will concurrently submit to Landlord the proposed fabrication drawingsthereof which will be sufficiently detailed for Landlord to determine whether the sign complies with such comprehensive sign plan.17.5 Expansion.(a) Suite 180/190. Landlord and Tenant acknowledge that the following spaces in the Building are currently occupied by existing tenants: (i) thatcertain space containing approximately two thousand seven hundred twelve (2,712) rentable square feet located on the first floor of the Building andcommonly referred to as Suite 180 therein, and (ii) that certain space containing approximately six thousand two hundred ninety-nine (6,299) rentable squarefeet located on the first floor of the Building and commonly referred to as Suite 190 therein (collectively, the "SUITE 180/190 OPTION SPACE"). So long as noEvent of Default then exists under this Lease, but subject to all rights granted prior to the execution date of this Lease to any and all other tenants in theProject in and to any portion of the Suite 180/190 Option Space (including, without limitation, any renewal options and any obligations of landlord todeliver any must-take or additional space), Tenant will have the right to be offered the option to expand the Premises to include the Suite 180/190 OptionSpace (in its entirety) upon the date on which the Suite 180/190 Option Space becomes available to lease in accordance with the remaining provisions of thisSection 17.5(a). If on or before the expiration or earlier termination of the existing leases for the Suite 180/190 Option Space, all prior rights that the existingtenants in the Project (including, without limitation, the existing tenants of the Suite 180/190 Option Space) may have with respect to the Suite 180/190Option Space have been cleared and the Suite 180/190 Option Space (in its entirety) is available for lease (or will be available for lease upon the expirationor earlier termination of such existing leases), Landlord will provide notice of the availability of the Suite 180/190 Option Space for lease by Tenant.Landlord's notice will contain all economic terms and conditions (the "SUITE 180/190 OPTION SPACE LEASE TERMS AND CONDITIONS") of Landlord's proposedleasing of the Suite 180/190 Option Space to Tenant, including without limitation, (i) Landlord's proposed Base Rent and additional rent for such space,which Base Rent shall be at the same rate per rentable square foot then applicable to the Second Floor Premises, including all scheduled escalations thereof,(ii) the length of the term for the Suite 180/190 Option Space (the "SUITE 180/190 TERM"), which shall be coterminous with the Term of this Lease, (iii) thetenant improvements to be constructed therein or otherwise contributed to the Suite 180/190 Option Space, which shall be subject to the same ConstructionAllowance as set forth herein for the Premises, provided that the Construction Allowance shall be appropriately prorated based on the size of the Suite180/190 Option Space and the length of the Suite 180/190 Term, and provided further that if the Suite 180/190 Term contains less than thirty-six (36)months, there shall be no tenant improvements to be constructed in or otherwise contributed to the Suite 180/190 Option Space, and Tenant shall accept theSuite 180/190 Option Space in its then-existing as-is condition, (iv) the number of parking spaces available for such space and the charges therefor, and (v)an estimated commencement date for Tenant's leasing of the Suite 180/190 Option Space. Tenant must notify Landlord in writing within ten (10) BusinessDays of receiving Landlord's notice (time being of the essence) whether Tenant desires to lease the Suite 180/190 Option Space from Landlord on the Suite180/190 Option Space Lease Terms and Conditions. If Tenant notifies Landlord that Tenant does not desire to lease the Suite 180/190 Option Space, or ifTenant does not timely respond in writing to Landlord's notice within such ten (10) Business Day period, then Tenant's expansion option with respect to theSuite 180/190 Option Space hereunder shall thereafter automatically terminate and be of no further force or effect. If Tenant timely notifies Landlord inwriting within such ten (10) Business Day period that Tenant desires to lease the Suite 180/190 Option Space on the Suite 180/190 Option Space LeaseTerms and Conditions, then the parties will, within ten (10) Business Days after Tenant's notice to Landlord if Tenant accepts the Suite 180/190 Option SpaceLease Terms and Conditions, reasonably and in good faith negotiate the documentation (e.g., an amendment to this Lease or a new lease for the Suite180/190 Option Space) for Tenant's lease of the Suite 180/190 Option Space from Landlord. Such documentation will incorporate the Suite 180/190 OptionSpace Lease Terms and Conditions and will be in form and substance reasonably satisfactory to Landlord and Tenant. If Landlord and Tenant fail to timelyexecute such documentation, however, Tenant will nevertheless be obligated to lease the Suite 180/190 Option Space on the Suite 180/190 Option SpaceLease Terms and Conditions once Tenant has exercised its expansion option in the manner provided in this Section 17.5(a).-33-(b) Suite 170. Landlord and Tenant acknowledge that the following space in the Building is currently occupied by an existing tenant: that certainspace containing approximately eleven thousand three hundred thirty-six (11,336) rentable square feet located on the first floor of the Building andcommonly referred to as Suite 170 therein (the "SUITE 170 OPTION SPACE"). So long as no Event of Default then exists under this Lease, but subject to allrights granted prior to the execution date of this Lease to any and all other tenants in the Project in and to the Suite 170 Option Space (including, withoutlimitation, any renewal options and any obligations of landlord to deliver any must-take or additional space), Tenant will have the right to be offered theoption to expand the Premises to include the Suite 170 Option Space (in its entirety) upon the date on which the Suite 170 Option Space becomes availableto lease in accordance with the remaining provisions of this Section 17.5(b). If on or before the expiration or earlier termination of the existing lease for theSuite 170 Option Space, all prior rights that the existing tenants in the Project (including, without limitation, the existing tenant of the Suite 170 OptionSpace) may have with respect to the Suite 170 Option Space have been cleared and the Suite 170 Option Space is available for lease (or will be available forlease upon the expiration or earlier termination of such existing lease), Landlord will provide notice of the availability of the Suite 170 Option Space forlease by Tenant. Landlord's notice will contain all economic terms and conditions (the "SUITE 170 OPTION SPACE LEASE TERMS AND CONDITIONS") ofLandlord's proposed leasing of the Suite 170 Option Space to Tenant, including without limitation, (i) Landlord's proposed Base Rent and additional rent forsuch space, which Base Rent shall be at the same rate per rentable square foot then applicable to the Second Floor Premises, including all scheduledescalations thereof, (ii) the length of the term for the Suite 170 Option Space (the "Suite 170 Term"), which shall be coterminous with the Term of this Lease,(iii) the tenant improvements to be constructed therein or otherwise contributed to the Suite 170 Option Space, which shall be subject to the sameConstruction Allowance as set forth herein for the Premises, provided that the Construction Allowance shall be appropriately prorated based on the size of theSuite 170 Option Space and the length of the Suite 170 Term, and provided further that if the Suite 170 Term contains less than thirty-six (36) months, thereshall be no tenant improvements to be constructed in or otherwise contributed to the Suite 170 Option Space, and Tenant shall accept the Suite 170 OptionSpace in its then-existing as-is condition, (iv) the number of parking spaces available for such space and the charges therefor, and (v) an estimatedcommencement date for Tenant's leasing of the Suite 170 Option Space. Tenant must notify Landlord in writing within ten (10) Business Days of receivingLandlord's notice (time being of the essence) whether Tenant desires to lease the Suite 170 Option Space from Landlord on the Suite 170 Option Space LeaseTerms and Conditions. If Tenant notifies Landlord that Tenant does not desire to lease the Suite 170 Option Space, or if Tenant does not timely respond inwriting to Landlord's notice within such ten (10) Business Day period, then Tenant's expansion option with respect to the Suite 170 Option Space hereundershall thereafter automatically terminate and be of no further force or effect. If Tenant timely notifies Landlord in writing within such ten (10) Business Dayperiod that Tenant desires to lease the Suite 170 Option Space on the Suite 170 Option Space Lease Terms and Conditions, then the parties will, within ten(10) Business Days after Tenant's notice to Landlord if Tenant accepts the Suite 170 Option Space Lease Terms and Conditions, reasonably and in good faithnegotiate the documentation (e.g., an amendment to the Lease or a new lease for the Suite 170 Option Space) for Tenant's lease of the Suite 170 Option Spacefrom Landlord. Such documentation will incorporate the Suite 170 Option Space Lease Terms and Conditions and will be in form and substance reasonablysatisfactory to Landlord and Tenant. If Landlord and Tenant fail to timely execute such documentation, however, Tenant will nevertheless be obligated tolease the Suite 170 Option Space on the Suite 170 Option Space Lease Terms and Conditions once Tenant has exercised its expansion option in the mannerprovided in this Section 17.5(b).-34-(c) Suite 345. Landlord and Tenant acknowledge that as of the date of this Lease, (i) Tenant is subleasing that certain space containing approximatelyeleven thousand four hundred twenty-two (11,422) rentable square feet located on the third floor of the Building and commonly referred to as Suite 345therein ("SUITE 345"), which sublease is subject and subordinate to that certain existing lease between Landlord and the direct tenant of Suite 345 (as suchlease may be amended from time to time), and (ii) that certain space located adjacent to Suite 345 on the third floor of the Building containing approximatelyfourteen thousand eight (14,008) rentable square feet and commonly referred to as Suite 350 ("Suite 350"), is currently occupied by an existing tenant. Suite345 and Suite 350 are collectively referred to herein as the "SUITE 345/350 OPTION Space." So long as no Event of Default then exists under this Lease, butsubject to all rights granted prior to the execution date of this Lease to any and all other tenants in the Project (including, without limitation, the direct tenantof Suite 345 and the existing tenant of Suite 350) in and to the Suite 345/350 Option Space (including, without limitation, any renewal options and anyobligations of landlord to deliver any must-take or additional space), Tenant will have the right to be offered the option to expand the Premises to include theSuite 345/350 Option Space (in its entirety) upon the date on which the Suite 345/350 Option Space becomes available to lease in accordance with theremaining provisions of this Section 17.5(c). If upon date that Landlord elects to market the Suite 345/350 Option Space for lease (without any obligation todo so), all prior rights that other tenants or occupants of the Project (including, without limitation, the direct tenant of Suite 345 and the existing tenant ofSuite 350) may have with respect to the Suite 345/350 Option Space have been cleared, Landlord will provide notice of the availability of the Suite 345/350Option Space for lease by Tenant. Landlord's notice will contain all economic terms and conditions (the "SUITE 345/350 OPTION SPACE LEASE TERMS ANDConditions") of Landlord's proposed leasing of the Suite 345/350 Option Space to Tenant, including without limitation, Landlord's proposed Base Rent andadditional rent for such space, the length of the term for the Suite 345/350 Option Space, the number of parking spaces available for such space and thecharges therefor, and an estimated commencement date for Tenant's leasing of the Suite 345/350 Option Space, and there shall be no tenant improvements tobe constructed in or otherwise contributed to the Suite 345/350 Option Space, and Tenant shall accept the Suite 345/350 Option Space in its then-existingas-is condition. Tenant must notify Landlord in writing within ten (10) Business Days of receiving Landlord's notice (time being of the essence) whetherTenant desires to lease the Suite 345/350 Option Space from Landlord on the Suite 345/350 Option Space Lease Terms and Conditions. If Tenant notifiesLandlord that Tenant does not desire to lease the Suite 345/350 Option Space, or if Tenant does not timely respond in writing to Landlord's notice withinsuch ten (10) Business Day period, then Tenant's expansion option with respect to the Suite 345/350 Option Space hereunder shall thereafter automaticallyterminate and be of no further force or effect; provided, however, if Tenant rejects (or is deemed to have rejected) Landlord's offer to lease the Suite 345/350Option Space and Landlord thereafter desires to lease the Suite 345/350 Option Space to a third party for a base rental rate that is less than ninety percent(90%) of the base rental rate contained within the Suite 345/350 Option Space Lease Terms and Conditions, then Landlord will again offer to lease the Suite345/350 Option Space to Tenant by way of a "SUITE 345/350 SUPPLEMENTAL OFFER" containing the reduced base rental rate offered to the third party and theremaining provisions of this Section 17.5(c) will govern the procedure for Tenant's acceptance or rejection (or deemed rejection, as the case may be) of theSuite 345/350 Supplemental Offer, except that Tenant will have five (5) Business Days (as opposed to ten (10) Business Days) in which to provide Landlordwith Tenant's written acceptance of the Suite 345/350 Supplemental Offer, time being of the essence with respect to such acceptance. If Tenant timely notifiesLandlord in writing within such ten (10) Business Day period (or such five (5) Business Day period in the case of a Suite 345/350 Supplemental Offer) thatTenant desires to lease Suite 345 on the Suite 345 Lease Terms and Conditions (or on the terms of the Suite 345/350 Supplemental Offer, if applicable), thenthe parties will, within ten (10) Business Days after Tenant's notice to Landlord if Tenant accepts the Suite 345 Lease Terms and Conditions (or on the termsof the Suite 345/350 Supplemental Offer, if applicable), reasonably and in good faith negotiate the documentation (e.g., an amendment to this Lease or a newlease for Suite 345) for Tenant's lease of Suite 345 from Landlord. Such documentation will incorporate the Suite 345 Lease Terms and Conditions (or on theterms of the Suite 345/350 Supplemental Offer, if applicable) and will be in form and substance reasonably satisfactory to Landlord and Tenant. If Landlordand Tenant fail to timely execute such documentation, however, Tenant will nevertheless be obligated to lease Suite 345 on the Suite 345 Lease Terms andConditions (or on the terms of the Suite 345/350 Supplemental Offer, if applicable) once Tenant has exercised its expansion option in the manner provided inthis Section 17.5(c).-35-(d) No Other Expansion Rights or Options. Tenant acknowledges and agrees that it has no other rights and/or options to lease additional space withinthe Building or the Project, except as expressly set forth in this Section 17.5.17.6 Building Antenna/Microwave Dishes. Subject to the provisions of this Section 17.6, Tenant may use a portion of the roof of the Building to install,operate and maintain telecommunications equipment including antennae and satellite dishes solely for Tenant's personal use within the Premises("TELECOMMUNICATIONS EQUIPMENT"). If Tenant elects to install Telecommunications Equipment, Landlord will not impose a monthly rental charge for theplacement of such equipment on the Building Roof. Tenant will install the Telecommunications Equipment (and related wiring) only in a locationdetermined by Landlord, which location Landlord may change from time to time during the Term for any reason, including, without limitation, toaccommodate Landlord's installation of one (1) or more solar panels on the Building roof in a location determined by Landlord in Landlord's sole andabsolute discretion. Landlord will provide Tenant with reasonable access to the Building risers in order for Tenant to effectuate the TelecommunicationsEquipment installation. Tenant's installation, maintenance, replacement and removal of any Telecommunications Equipment (and related wiring) mustcomply with the requirements of any Building roof warranties, all provisions of Article 7 governing Alterations, and the other terms and conditions of thisLease. Tenant's installation, operation and maintenance of the Telecommunications Equipment is subject to Tenant receiving and maintaining allgovernmental approvals required for the Telecommunications Equipment and otherwise complying with all Laws relating thereto. The TelecommunicationsEquipment (and related wiring) must not interfere with any existing Building equipment or other tenants' equipment. Upon prior notice to Landlord, Tenantwill be allowed reasonable access to the Telecommunications Equipment area during Business Hours for the purpose of maintaining and servicing suchequipment. All Telecommunications Equipment (and related wiring) will remain the personal property of Tenant, will be located and maintained at Tenant'ssole cost and risk, and must be removed by Tenant at the end of the Term, Tenant hereby agreeing to return the portion of the Building roof upon which theTelecommunications Equipment was located to the condition in which such portion of the Building roof existed immediately prior to Tenant's installation ofthe Telecommunications Equipment thereon.17.7 Access. Subject to emergencies and Force Majeure events, Tenant will have access to the Building and the Parking Facilities twenty-four (24) hoursper day, seven (7) days per week, via a card key system, subject to compliance with Landlord's reasonable rules and regulations regarding security.17.8 Tenant's Security System. Subject to obtaining Landlord's prior written consent, Tenant may install a separate security/card access system for thePremises at Tenant's sole cost and expense, provided that such separate security system shall be installed in accordance with the provisions of Article 7 of thisLease and shall be subject to all of the terms, covenants and provisions contained in this Lease. If Tenant installs such a system in the Premises, anyreplacement of such system and all maintenance and repair of such system will be Tenant's sole responsibility and at Tenant's sole cost and expense. Tenantagrees to reimburse Landlord for all costs incurred by Landlord in connection with said system. Tenant further agrees that Landlord will have no liability forany failure or other breach of said system. Tenant is obligated to remove said system from the Building at the expiration or earlier termination of the Term,and Tenant must repair any and all damage to the Building resulting from such removal. Such removal and the repair of damage caused thereby shall be atTenant's sole cost and expense.-36-17.9 Restricted Tenants. Subsequent to the date of this Lease, provided no Event of Default then exists and provided that the original tenant executingthis Lease ("ORIGINAL TENANT") is in full and continuous occupancy of the Premises, Landlord agrees, during the time that Original Tenant is continuouslyoperating for business during Business Hours from the Premises as provided in this Section 17.9, Landlord will not lease space in the Building to any of thefollowing entities: Yahoo!, Google, Yellowpages.com (division of AT&T) and Reach Local; provided, however, in the event Tenant is acquired by orotherwise merges with any of the foregoing four (4) entities, then in that event, upon Tenant's prior written request, Landlord will agree to delete theacquiring/merging entity from the foregoing list and replace the same with another competitor of Original Tenant reasonably acceptable to Landlord (the"RESTRICTED TENANTS CLAUSE"). If Tenant fails to continuously operate for business from within the Premises for more than six (6) months (as reasonablydetermined by Landlord) or if the Restricted Tenants Clause is deemed to be in violation of applicable law, then the Restricted Tenants Clause, andLandlord's obligations under this Section 17.9, will automatically terminate. Tenant does hereby indemnify, defend and hold Landlord harmless from anyclaim, cost, loss or damage (including reasonable attorneys' fees) incurred or alleged against Landlord by any person, firm, corporation or other entitywhatsoever by reason of Landlord's compliance, or attempted compliance, with this Section 17.9, and in the event Landlord is made subject to any action,proceeding or penalty with respect to the provisions of this Section 17.9, Tenant will indemnify, defend and hold Landlord harmless from any cost, loss,claim or expense in respect thereto with counsel approved by Landlord, the actual out-of-pocket costs of such indemnification and defense (includingreasonable attorneys' fees) to be paid entirely by Tenant. Notwithstanding the foregoing, this Section 17.9 will not apply to (i) any leases entered into byLandlord prior to the date of the Existing Second Floor Lease (or any leases being circulated for signature prior to the date of the Existing Second FloorLease), nor to any amendments or renewals of such leases, or (ii) any leases for premises within buildings other than the Building.17.10 Notices. Any notice, demand, request, consent or approval that either party desires or is required to give to the other party under this Lease shall bein writing and shall be served by messenger or reputable overnight courier service, addressed to the other party at the party's address for notices set forth inthe Basic Terms. Notices shall be deemed to have been given and be effective on the earlier of (a) receipt (or refusal of delivery or receipt), or (b) one (1) dayafter acceptance by the independent service for delivery, if sent by independent messenger or overnight courier service. Either party may change its addressfor notices hereunder by notice to the other party complying with this Section 17.10. If Tenant sublets the Premises, notices from Landlord shall be effectiveon the subtenant when given to Tenant pursuant to this Section 17.10.17.11 Financial Statements. From time to time during the Term, but not more than one (1) time during any calendar year (except in connection with a sale,financing or refinancing of the Premises by Landlord), and within twenty (20) days after written request therefor, Tenant shall deliver to Landlord complete,accurate and up-to-date financial statements (including at least a balance sheet and a statement of profit and loss) of Tenant (and of each guarantor of Tenant'sobligations under this Lease) for each of the three most recently completed years, prepared in accordance with generally accepted accounting principles andcertified by an independent certified public accountant or Tenant's (or each guarantor's) chief financial officer as being a true, complete and correct statementof Tenant's (or each guarantor's) financial condition as of the date of such financial statements. Notwithstanding anything in this Section 17.11 to thecontrary, during any period of time that Tenant is a publicly traded company on a United States national stock exchange and Tenant's most recent quarterly(or more frequent) financial statements are publicly available as a result thereof, then this Section 17.11 shall not apply.-37-17.12 Quiet Possession. Subject to Tenant's full and timely performance of all of Tenants covenants and obligations under this Lease, and subject to theterms of this Lease, Tenant shall have the quiet possession of the Premises throughout the Term free from hindrance or molestation from Landlord or anypersons or entities lawfully claiming by, through or under Landlord.17.13 Security Measures. Landlord may, but shall be under no obligation to, implement security measures for the Project, such as the registration orsearch of all persons entering or leaving the Building, requiring identification for access to the Building, evacuation of the Building for cause, suspectedcause, or for drill purposes, the issuance of magnetic pass cards or keys for Building or elevator access and other actions that Landlord deems necessary orappropriate to prevent any threat of property loss or damage, bodily injury or business interruption; provided, however, that such measures shall beimplemented in a way as to minimize unreasonable inconvenience of tenants of the Building. If Landlord uses an access card system, Landlord may requireTenant to pay Landlord a reasonable deposit for each Building access card issued to Tenants. Tenant shall be responsible for any loss, theft or breakage ofany such cards, which must be returned by Tenant to Landlord upon expiration or earlier termination of the Lease. Landlord may retain the deposit for anycard not so returned. Landlord shall, at all times, have the right to change, alter or reduce any such security services or measures, and Tenant shall cooperateand comply with, and cause Tenant's Representatives and Visitors to cooperate and comply with, such Security measures. Landlord, its agents and employeesshall have no liability to Tenant or its Representatives or Visitors for the implementation or exercise of, or the failure to implement or exercise, any suchsecurity measures or for any resulting disturbance of Tenant's use or enjoyment of the Premises.17.14 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain services, labor, ormaterials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control ofthe party obligated to perform, except with respect to the obligations imposed with regard to Base Rent, Additional Rent and any other charges to be paid byTenant pursuant to this Lease (collectively, "FORCE MAJEURE"), notwithstanding anything to the contrary contained in this Lease, shall excuse theperformance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance ofan obligation of either party, that time period shall be extended by the period of any delay in such party's performance caused by an event of Force Majeure.17.15 Rules and Regulations. Tenant shall be bound by and shall comply with the rules and regulations attached to and made a part of this Lease asExhibit D. In addition, Tenant shall be bound by any reasonable, nondiscriminatory rules and regulations hereafter adopted by Landlord for the Buildingupon notice to Tenant thereof (collectively, the rules and regulations set forth on Exhibit D and such rules and regulations hereinafter adopted are referred toas the "Building Rules"). Landlord shall not be responsible to Tenant or to any other person for any violation of, or failure to observe, the Building Rules byany other tenant or other person.17.16 Limitation on Landlord's Liability. The term "Landlord," as used in this Lease, shall mean only the owner or owners of the Building at the time inquestion. In the event of any conveyance or transfer of title to the Building, then from and after the date of such conveyance or transfer, the transferor shall berelieved of all liability with respect to obligations of the Landlord hereunder to be performed after the date of such conveyance or transfer. However,notwithstanding any such transfer, the transferor remains entitled to the benefits of Tenant's releases and indemnity and insurance obligations (and similarobligations) under this Lease with respect to matters arising or accruing during the transferor's period of ownership. Notwithstanding any other term orprovision of this Lease, the liability of Landlord for its obligations under this Lease is limited solely to Landlord's interest in the Building and the rents,issues and profits therefrom as the same may from time to time be encumbered, and no personal liability shall at any time be asserted or enforceable againstany other assets of Landlord or against Landlord's partners, shareholders, members, directors, officers or managers on account of this Lease. In no event isLandlord or any Landlord Party liable to Tenant or any other person for consequential, indirect, special or punitive damages.-38-17.17 Consents and Approvals. Except as expressly provided in this Lease to the contrary, wherever the consent, approval, judgment or determination ofLandlord is required or permitted under this Lease, Landlord's consent will not be unreasonably withheld, conditioned or delayed. If it is determined thatLandlord failed to grant consent where Landlord was required to do so under this Lease, Tenant shall be entitled to injunctive relief but shall not to beentitled to monetary damages or to terminate this Lease for such failure. The review and/or approval by Landlord of any item or matter to be reviewed orapproved by Landlord under the terms of this Lease shall not impose upon Landlord any liability for the accuracy or sufficiency of any such item or matter orthe quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord's interest in the Project,and no third parties, including Tenant or the Representatives and Visitors of Tenant or any person or entity claiming by, through or under Tenant, shall haveany rights as a consequence thereof.17.18 Brokers. Landlord shall pay the fee or commission of the broker or brokers identified in the Basic Terms (the "Brokers") in accordance withLandlord's separate written agreement with the Brokers, if any. Tenant warrants and represents to Landlord that in the negotiating or making of this Leaseneither Tenant nor anyone acting on Tenant's behalf has dealt with any broker or finder who might be entitled to a fee or commission for this Lease other thanthe Brokers. Tenant shall indemnify and hold Landlord harmless from any Claims, including costs, expenses and attorney's fees incurred by Landlord assertedby any other broker or finder for a fee or commission, based upon any dealings with or statements made by Tenant or Tenant's Representatives.17.19 Entire Agreement: Amendment. This Lease, including the Exhibits attached hereto, and the documents referred to herein, if any, constitute theentire agreement between Landlord and Tenant with respect to the leasing of space by Tenant in the Building, and supersede all prior or contemporaneousagreements, understandings, proposals and other representations by or between Landlord and Tenant, whether written or oral, all of which are merged herein.Neither Landlord nor Landlord's agents have made any representations or warranties with respect to the Premises, the Building, the Project or this Leaseexcept as expressly set forth herein, and no rights, easements or licenses shall be acquired by Tenant by implication or otherwise unless expressly set forthherein. No subsequent alteration, amendment, change or addition to this Lease (other than to the Building Rules) is binding on Landlord or Tenant unless itis in writing and signed by the party to be charged with performance.17.20 Authority. Each person executing this Lease on behalf of Landlord and Tenant hereby covenants and warrants that: (a) the entity on whose behalfsuch person is signing is duly organized and validly existing under the laws of its state or country of organization; (b) such entity has full right and authorityto enter into this Lease and to perform all of Landlord's and Tenant's obligations hereunder; and (c) each person (and both of the persons if more than onesigns) signing this Lease on behalf of Landlord or Tenant is duly and validly authorized to do so.17.21 Successors. The covenants and agreements contained in this Lease bind and inure to the benefit of Landlord, its successors and assigns, bindTenant and its successors and assigns and inure to the benefit of Tenant and its permitted successors and assigns.17.22 Captions. The captions of the articles and sections of this Lease are to assist the parties in reading this Lease and are not a part of the terms orprovisions of this Lease. Whenever required by the context of this Lease, the singular includes the plural and the plural includes the singular.17.23 No Joint Venture. This Lease does not create the relationship of principal and agent, or of partnership, joint venture, or of any association orrelationship between Landlord and Tenant other than that of landlord and tenant.17.24 Severability. If any covenant, condition, provision, term or agreement of this Lease is, to any extent, held invalid or unenforceable, the remainingportion thereof and all other covenants, conditions, provisions, terms and agreements of this Lease will not be affected by such holding, and will remain validand in force to the fullest extent permitted by law.-39-17.25 Survival. All of Tenant's obligations under this Lease (together with interest on payment obligations at the Interest Rate) accruing prior toexpiration or other termination of this Lease survive the expiration or other termination of this Lease. Further, all of Tenant's releases and indemnification,defense and hold harmless obligations under this Lease survive the expiration or other termination of this Lease, without limitation.17.26 Governing Law. This Lease is governed by, and must be interpreted under, the internal laws of the State in which the Premises is located. Any suitarising from or relating to this Lease must be brought in the County in which the Premises is located; Landlord and Tenant waive the right to bring suitelsewhere.17.27 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is afactor.17.28 Joint and Several Liability. All parties signing this Lease as Tenant and any guarantor(s) of this Lease are jointly and severally liable for performingall of Tenant's obligations under this Lease.17.29 Provisions are Covenants and Conditions. All provisions of this Lease, whether covenants or conditions, are deemed both covenants andconditions.17.30 Intentionally Deleted.17.31 No Recording. Tenant will not record this Lease or a Memorandum of this Lease without Landlord's prior written consent, which consent Landlordmay grant or withhold in its sole and absolute discretion.17.32 Nondisclosure of Lease Terms. The terms and conditions of this Lease constitute proprietary information of Landlord that Tenant will keepconfidential. Tenant's disclosure of the terms and conditions of this Lease could adversely affect Landlord's ability to negotiate other leases and impairLandlord's relationship with other tenants. Accordingly, Tenant will not, without Landlord's consent (which consent Landlord may grant or withhold in itssole and absolute discretion), directly or indirectly disclose the terms and conditions of this Lease to any other tenant or prospective tenant of the Building orto any other person or entity other than Tenant's employees and agents who have a legitimate need to know such information (and who will also keep thesame in confidence).17.33 Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each ofwhich are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing, andneither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease mustbe interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of lawthat ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executedLease or any earlier draft of the same. Landlord's submission of this instrument to Tenant for examination or signature by Tenant does not constitute areservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The partiesagree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed orcopied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord foracceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then beevidenced only by Landlord's execution of this Lease.17.34 Intentionally Deleted.-40-17.35 Coffee Retail Outlet. Landlord shall use best efforts to arrange for a coffee retail outlet to be opened at the Project, on terms and conditionsacceptable to Landlord in its sole and absolute discretion; provided, however, that Landlord's obligations to use its best efforts as set forth above shall beconditioned upon Tenant entering into an agreement with such coffee retailer to provide such coffee retailer with a minimum amount of coffee sales (the formand substance of such agreement being acceptable to each such party). Landlord agrees to use commercially reasonable efforts to cause any such coffeeretailer to maintain a client account for Tenant (at Tenant's sole cost and expense) for the exclusive use of Tenant's employees. Notwithstanding anything inthis Section 17.35 to the contrary, Landlord shall not be in default under this Lease if, despite using its efforts as set forth above, Landlord fails to arrange fora coffee retail outlet and/or a client account for Tenant as set forth above. [SIGNATURES APPEAR ON NEXT PAGE]-41-IN WITNESS WHEREOF, Landlord and Tenant have each caused this Lease to the executed and delivered by their duly authorized representatives as ofthe Lease Date set forth above.LANDLORD:STOCKDALE GALLERIA PROJECT OWNER, LLC,a Delaware limited liability companyBy: Stockdale Galleria, LLC,a Delaware limited liability company,its sole member By: Stockdale Galleria Managera Delaware limited liability Company,its Managing MemberBy: /s/ Steven YariName: Steven YariTitle: Authorized Signatory TENANT:YELP INC., a Delaware corporationBy: /s/ Rob KrolikName: Rob KrolikTitle: CFO-42-EXHIBIT AFLOOR PLANSEXHIBIT A-1-EXHIBIT A- CONTINUEDFLOOR PLANSEXHIBIT A-CONTINUED-2-EXHIBIT A - CONTINUEDFLOOR PLANSEXHIBIT A-CONTINUED-3-EXHIBIT BLEGAL DESCRIPTION OF THE LANDPARCEL NO. 1:That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the Northwest corner of the Southwest quarter of the Northwest quarter of said Southwest quarter;thence South 89 degrees 32 minutes 34 seconds East (assumed bearing) along the North line of the Southwest quarter of the Northwest quarter of saidSouthwest quarter 51.98 feet to a point on a curve concave Northeasterly whose radius point bears North 73 degrees 56 minutes 49 seconds East 505.00 feet,said curve hereinafter referred to as "Curve Number 1", said point-on-curve being the TRUE POINT OF BEGINNING;thence continuing along said North line and along the North line of the South half of the East half of the Northwest quarter of the Southwest quarter of saidSection 23, South 89 degrees 32 minutes 34 seconds East 613.48 feet to a point of intersection with the Southerly prolongation of the West line of Tract B,Camelback Park Plaza, according to Book 86 of Maps, page 13, records of Maricopa County;thence North 00 degrees 06 minutes 23 seconds East along said West line and Southerly prolongation a distance of 147.12 feet to the Northwest corner ofsaid Tract B;thence South 89 degrees 32 minutes 34 seconds East along the North line of said Tract B a distance of 73.13 feet (Record 73.00 feet) to the Northeast cornerthereof,thence South 00 degrees 07 minutes 46 seconds West (record South) along the East line of said Tract B and its Southerly prolongation a distance of 147.12feet to a point on the North line of the Southeast quarter of the Northwest quarter of said Southwest quarter,thence South 89 degrees 32 minutes 34 seconds East (record South 89 degrees 39 minutes 41 seconds East and South 89 degrees 38 minutes West) along lastsaid North line 206.91 feet to a point of intersection with the Northerly prolongation of the East line of Tract A, Winfield Scott Plaza Unit Four, according toBook 70 of Maps, page 28, records of Maricopa County,thence South 00 degrees 05 minutes 08. seconds West (record South O degrees 01 minutes 43 seconds East) along said East line and Northerly prolongation adistance of 165.85 feet;thence North 89 degrees 33 minutes 20 seconds West (record North 89 degrees 41 minutes 21 seconds West) a distance of 288.07 feet along the South line ofsaid Tract A and its Westerly prolongation to a point on the East line of the Southwest quarter of the Northwest quarter of said Southwest quarter; said pointbeing the Southeast corner of the North half of the North half of said Southwest quarter of the Northwest quarter of the Southwest quarter, and said point alsobeing the Northeast corner of Winfield Scott Plaza Unit Three, according to Book 70 of Maps, page 49, records of said county;thence South 00 degrees 07 minutes 05 seconds West (record South O degrees 01 minutes 30 seconds East) along last said East line 105.92 feet;thence North 89 degrees 32 minutes 38 seconds West 48.33 feet to a point of curvature of a curve concave Southeasterly having a radius of 205.00 feetEXHIBIT B-1-thence Southwesterly along the arc of said curve through a central angle of 48 degrees 49 minutes 13 seconds a distance of 174.68 feet to a point on theNorth line of Lot 111 of said Winfield Scott Plaza Unit Three, which point lies North 89 degrees 33 minutes 43 seconds West (record North 89 degrees 41minutes 21 seconds West) 33.58 feet from the Northeast corner thereof,thence continuing along last said curve through a central angle of 6 degrees 46 minutes 17 seconds a distance of 24.23 feet to a point of tangency;thence South 34 degrees 51 minutes 52 seconds West 17.33 feet to a point of curvature of a curve concave, Northerly having a radius of 25.00 feet;thence Westerly along the arc of said curve through a central angle of 90 degrees 00 minutes 00 seconds a distance of 39.27 feet to a point of tangency,thence North 55 degrees 08 minutes 08 seconds West 70.60 feet to a point on the North line of Lot 110 of said Winfield Scott Plaza Unit Three, which pointlies South 89 degrees 33 minutes 43 seconds East (record South 89 degrees 41 minutes 21 seconds East) 24.85 feet from the Northwest corner thereof,thence continuing along last said tangent line a distance of 34.93 feet;thence North 34 degrees 51 minutes 52 seconds East a distance of 7.00 feet;thence North 55 degrees 08 minutes 08 seconds West 76.53 feet to a point of curvature of a curve concave Northeasterly, being said "CURVE NUMBER 1",whose radius point bears North 34 degrees 51 minutes 52 seconds East 505.00 feet;thence Northwesterly along the arc of said curve through a central angle of 39 degrees 04 minutes 57 seconds a distance of 344.47 feet to the TRUE POINTOF BEGINNING.PARCEL NO. 2:That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the Northwest corner of the Southwest quarter of the Northwest quarter of said Southwest quarter;thence South 00 degrees 07 minutes 06 seconds West (assumed bearing) (record South) along the monument line of Scottsdale Road a distance of 536.00 feet(record 535.82 feet) to the Northwest corner of Winfield Scott Plaza unit Two, according to Book 67 of Maps, page 41, records of Maricopa County;thence South 89 degrees 33 minutes 19 seconds East along the North line of said Winfield Scott Plaza Unit Two, which North line is also the South line ofWinfield Scott Plaza Unit Three, according to Book 70 of Maps, page 49, records of said County, a distance of 56.00 feet to a point on the Easterly right-of-way line of Scottsdale Road, said point being the TRUE POINT OF BEGINNING;thence North 00 degrees 07 minutes 06 seconds East along said Easterly right-of-way line of Scottsdale Road a distance of 40.00 feet to the Southwest cornerof Lot 96 of said Winfield Scott Plaza Unit Three;thence South 89 degrees 33 minutes 19 seconds East (record South 89 degrees 42 minutes 10 seconds East) along the South line of said Lot 96, its Easterlyprolongation, and along the South line of Lot 105 of said Winfield Scott Plaza Unit Three a distance of 123.40 feet to a point on last said South line whichlies North 89 degrees 33 minutes 19 seconds West (record North 89 degrees 42 minutes 10 seconds West) 52.64 feet from the Southeast corner of said Lot105;EXHIBIT B-2-thence North 00 degrees 28 minutes 09 seconds East a distance of 36.34 feet;thence South 89 degrees 31 minutes 51 seconds East a distance of 22.02 feet;thence North 00 degrees 26 minutes 41 seconds East h distance of 25.57 feet;thence South 89 degrees 33 minutes 00 seconds East along the North line of Lot 104 of said Winfield Scott Plaza Unit Three and its Easterly prolongation adistance of 70.21 feet to the Monument Line of Winfield Scott Plaza Street as shown on the plat of said Winfield Scott Plaza Unit Three;thence North 00 degrees 04 minutes 50 seconds East (record North) along said Monument Line a distance of 19.87 feet;thence South 55 degrees 08 minutes 08 seconds East a distance of 48.70 feet to a point on the West line of Lot 107 of said Winfield Scott Plaza Unit Three,from which point the Southwest comer of Lot 106 of said Winfield Scott Plaza Unit Three lies South O degrees 04 minutes 50 seconds West (assumedbearing) a distance of 54.21 feet;thence continuing South 55 degrees 08 minutes 08 seconds East a distance of 34.17 feet to the point of curvature of a curve concave Westerly having a radiusof 25.00 feet;thence Southern, along the art: of said curve through a central angle of 90 degrees 00 minutes .00 seconds a distance of 39.27 feet to the point of tangency;thence South 34 degrees 51 minutes 52 seconds West a distance of 0.15 feet to a point on the South line of said Lot 106, from which point the Southeastcorner of Lot 115 of said Winfield Scott Plaza Unit Three lies South 89 degrees 35 minutes 15 seconds East a distance of 141.77 feet;thence continuing South 34 degrees 51 minutes 52 seconds West a distance of 182.88 feet to the point of curvature of a curve concave Northwesterly havinga radius of 145.00 feet;thence Southwesterly along the arc of said curve through a central angle of 6 degrees 25 minutes 05 seconds a distance of 16.24 feet to a point on the Eastline of Lot 84 of said Winfield Scott Plaza Unit Two;thence continuing along the arc of said curve through a central angle of 40 degrees 15 minutes 45 seconds a distance of 101.89 feet to a point on the Easterlyprolongation of the South line of Lot 90 of said Winfield Scott Plaza Unit Two, which lies South 89 degrees 33 minutes 28 seconds East (record South 89degrees 42 minutes 57 seconds East) 88.53 feet from the Southwest corner of said Lot 90;thence continuing along the arc of said curve through a central angle of 8 degrees 14 minutes 12 seconds a distance of 20.85 feet to the point of tangency;thence South 89 degrees 46 minutes 55 seconds West a distance of 67.76 feet to a point on the Easterly right-of-way line of Scottsdale Road which point ison the West line of Lot 91 of said Winfield Scott Plaza Unit Two, and which point lies South O degrees 07 minutes 06 seconds West (record South) a distanceof 2.52 feet from said Southwest corner of Lot 90;thence North 00 degrees 07 minutes 06 seconds East along said Easterly right-of-way line a distance of 174.64 feet to the TRUE POINT OF BEGINNING.PARCEL NO. 3:That part of the following described parcel designated and referred to as the "SUBSURTACE PARCEL" in that certain License Agreement recorded in DocumentNo. 89-407772, records of Maricopa County, Arizona;EXHIBIT B-3-That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the intersection of the monument lines of Paradise Paseo (also known as 6th Avenue) and Winfield Scott Plaza as shown on the plat ofWinfield Scott Plaza Unit Three as recorded in Book 70 (Maps) page 49 at the Maricopa County Recorder's Office, Maricopa County, Arizona;thence South 89 degrees 35 minutes 15 seconds East (assumed bearing) along the monument line of said Paradise Pasco 82.96 feet;thence North 34 degrees 51 minutes 52 seconds East 101.08 feet;thence North 55 degrees 08 minutes 08 seconds West 50.00 feet to the TRUE POINT OF BEGINNING;thence South 34 degrees 51 minutes 52 seconds West 48.51 feet to a point of ton-tangent curvature of a curve concave Southwesterly whose radius pointbears South 46 degrees 24 minutes 05 seconds West 25.00 feet;thence Northwesterly along the arc of said curve through a central angle of 11 degrees 32 minutes 13 seconds a distance of 5.03 feet to a point of tangency;thence North 55 degrees 08 minutes 08 seconds West 182.07 feet;thence South 34 degrees 51 minutes 52 seconds West 2.00 feet to a point of non-tangency curvature of a curve concave Northeasterly whose radius pointbears North 34 degrees 51 minutes 52 seconds East 610.00 feet, said curve hereinafter referred to as "Curve Number 1";thence Northwesterly along the arc of said curve, through a central angle of 8 degrees 11 minutes 06 seconds a distance of 87.14 feet;thence leaving the arc of said curve on a radial bearing North 43 degrees 02 minutes 58 seconds East 100.00 feet to a point on non-tangent curvature of acurve concave Northeasterly, concentric with said Curve Number 1, whose radius point bears North 43 degrees 02 minutes 58 seconds East 510.00 feet;thence Southeasterly along the arc of said curve through a central angle of 8 degrees 11 minutes 06 seconds a distance of 87.14 feet;thence leaving the arc of said curve on a radial line South 34 degrees 51 minutes 52 seconds West 2.00 feet;thence South 55 degrees 08 minutes 08 seconds East 182.07 feet to a point of curvature of a curve concave Northeasterly having a radius of 25.00 feet;thence Southeasterly along the arc of said curve through a central angle of 11 degrees 32 minutes 13 seconds a distance of 5.03 feet;thence leaving the arc of said curve on a non-tangential line South 34 degrees 51 minutes 52 seconds West 48.51 feet to the TRUE POINT OF BEGINNING.PARCEL NO. 4:That part of the following described parcel designated and referred to as the "AIR PARCEL" in that certain License Agreement recorded in Document No. 89-407772, records of Maricopa County, Arizona;EXHIBIT B-4-That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the intersection of the monument lines of Paradise Paseo (also known as 6th Avenue) and Winfield Scott Plaza as shown on the plat ofWinfield Scott Plaza Unit Three as recorded in Book 70 (Maps) page 49 at the Maricopa County Recorder's Office, Maricopa County, Arizona;thence South 89 degrees 35 minutes 15 seconds East (assumed bearing) along the monument line of said Paradise Paseo 82.96 feet;thence North 34 degrees 51 minutes 52 seconds East 101.08 feet; thence North 55 degrees 08 minutes 08 seconds West 36.00 feet to the TRUE POINT OFBEGINNING;thence South 34 degrees 51 minutes 52 seconds West 60.00 feet;thence North 55 degrees 08 minutes 08 seconds West 80.00 feet;thence North 34 degrees 51 minutes 52 seconds East 120.00 feet;thence South 55 degrees 08 minutes 08 seconds East 80.00 feet;thence South 34 degrees 51 minutes 52 seconds West 60.00 feet to the TRUE POINT OF BEGINNING; EXCEPT that part lying within the hereinabovedescribed Parcel Nos. 1 and 2.PARCEL NO. 5:Lots 8, 9 and 10, SHOEMAN TRACT, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, in Book 42 of Maps,page 31.PARCEL NO. 6:Lots 72, 73, 74 and the West half of Lot 71, CAMELBACK PARK PLAZA, according to the plat of record in the office of the County Recorder of MaricopaCounty, Arizona, in Book 86 of Maps, page 13.PARCEL NO. 7:That portion of the alley lying Southerly and adjacent to Lots 72, 73, 74 and the West half of Lot 71, CAMELBACK PARK PLAZA, according to the plat ofrecord in the office of the County Recorder of Maricopa County, Arizona0 in Book 86 of Maps, page 13, as abandoned by City of Scottsdale Resolution No.3207 recorded August 31, 1989 in Document No. 89-407767.EXHIBIT B -5-EXHIBIT CTENANT IMPROVEMENT RIDER(Tenant performs work with Allowance provided by Landlord)1.This Tenant Improvement Rider shall set forth the obligations of Landlord and Tenant with respect to the performance of the Tenant Improvements. Therights set forth in this Exhibit C (including, without limitation, the right to receive the Construction Allowance (as defined in Section 4 below)) shall bepersonal to Original Tenant or an Affiliate. Notwithstanding anything in the Lease or this Exhibit C to the contrary, the disbursement of theConstruction Allowance shall be subject to Original Tenant or an Affiliate, as applicable, not being in default under the Lease beyond all applicablenotice and cure periods. In no event shall the Construction Allowance be used to prepare the Premises (or any portion thereof) for any subtenant,assignee or other transferee of Original Tenant except to an Affiliate. 2.Prior to commencing any Tenant Improvements, Tenant shall deliver to Landlord plans and specifications reasonably acceptable to Landlord; namesand addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; and evidence of Builders Risk(aka Course of Construction) insurance and such other insurance as is required of Tenant in accordance with Section 10.1 of the Lease. Tenant shall beresponsible for insuring that all such persons procure and maintain insurance coverage against such risks, in such amounts as Landlord may reasonablyrequire and with such companies as Landlord may reasonably approve, provided that such requirements do not exceed the insurance requirements ofsimilar landlords of similar buildings in the vicinity of the Project. Tenant shall be responsible for all elements of the plans for the Tenant Improvements(including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises andthe placement of Tenant's furniture, appliances and equipment), and Landlord's approval of such plans shall in no event relieve Tenant of theresponsibility therefor. Landlord's approval of the contractors to perform the Tenant Improvements shall not be unreasonably withheld, conditioned ordelayed. Landlord's approval of the general contractor to perform the Tenant Improvements shall not be considered to be unreasonably withheld if anysuch general contractor (a) does not have trade references reasonably acceptable to Landlord, (b) does not maintain insurance as required by Landlord,(c) does not have the ability to be bonded for the work in an amount at least equal to the cost of the work, or (d) is not licensed as a contractor in the stateand municipality in which the Premises is located. Tenant shall not be required to remove the Tenant Improvements which are standard officeimprovements upon expiration or termination of the Term. However, Tenant shall remove all or part of the Tenant Improvements which are non-standardoffice improvements prior to or upon expiration or termination of the Term, unless Tenant, at the time Tenant requests Landlord's consent to the plansand specifications for such non-standard office improvements, requests in writing whether Landlord will require Tenant to remove such non-standardoffice improvements on or before the expiration or sooner termination of the Lease, and Landlord responds to Tenant in writing stipulating that Tenantwill not be required to so remove such non-standard office improvements on or before the expiration or sooner termination of the Lease. 3.Promptly after obtaining Landlord's approval of the plans for the Tenant Improvements and before commencing construction of the TenantImprovements, Tenant shall deliver to Landlord a reasonably detailed estimate of the cost of the Tenant Improvements and shall identify the amount(the "EXCESS COST") equal to the difference between the amount of the total cost of the Tenant Improvements (the "TOTAL COST") and the amount of theConstruction Allowance. Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this TenantImprovement Rider, which percentage shall be equal to the Excess Cost divided by the amount of the Total Cost, and such payments by Tenant shall bea condition to Landlord's obligation to pay any amounts from the Construction Allowance.EXHIBIT C -1-4.Provided Tenant is not in default beyond all applicable notice and cure periods, Landlord agrees to contribute up to $1,230,644.32 (i.e., $13.28 perrentable square foot of the original Premises described in the Lease) (the "Construction Allowance") toward the cost of performing the TenantImprovements. The Construction Allowance may only be used for the cost of preparing design and construction documents and mechanical andelectrical plans for the Tenant Improvements and for hard costs in connection with the Tenant Improvements. The Construction Allowance, less a tenpercent (10%) retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord's option, to the order of thegeneral contractor that performs the Tenant Improvements, in periodic disbursements within thirty (30) days after receipt of the followingdocumentation: (a) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work forwhich disbursement is to be made to a date specified therein; (b) a certification from an AIA architect substantially in the form of the Architect'sCertificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractors, subcontractor's and materialsupplier's waivers of liens which shall cover all Tenant Improvements for which disbursement is being requested and all other statements and formsrequired for compliance with the mechanics' lien laws of the state in which the Premises is located, together with such supporting data as Landlord orLandlord's mortgagee may reasonably require; (d) a cost breakdown for each trade or subcontractor performing the Tenant Improvements; (e) plans andspecifications for the Tenant Improvements (if routinely prepared for the particular Tenant Improvements for which disbursement is being requested),together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building,Project and Premises (if applicable); (f) copies of all construction contracts for the Tenant Improvements, together with copies of all change orders, ifany; and (g) a request to disburse from Tenant containing an approval by Tenant of the work done, paid invoices and receipts showing payment in fullof the Excess Cost (if any) by Tenant, and a good faith estimate of the cost to complete the Tenant Improvements. Upon completion of the TenantImprovements, and prior to final disbursement of the Construction Allowance, Tenant shall furnish Landlord with: (i) general contractor and architect'scompletion affidavits; (ii) full and final waivers of lien; (iii) receipted bills covering all labor and materials expended and used; (iv) as-built plans of theTenant Improvements; (v) the certification of Tenant and its architect that the Tenant Improvements have been installed in a good and workmanlikemanner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances; and (vi) a certificate of occupancy for thePremises. In no event shall Landlord be required to disburse the Construction Allowance more than one (1) time per month. Notwithstanding anythingherein to the contrary, Landlord shall not be obligated to disburse any portion of the Construction Allowance during the continuance of an uncureddefault under the Lease, and Landlord's obligation to disburse shall only resume when and if such default is cured. 5.In no event shall the Construction Allowance be used for the purchase of equipment furniture or other items of personal property of Tenant. In the eventTenant does not submit to Landlord a written request for payment of the entire Construction Allowance (together with all of the documents andcertificates required for such payment) within six (6) months after the Commencement Date, any portion of the Construction Allowance not disbursed toTenant shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession inconnection therewith, except as set forth below. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection withthe Tenant Improvements and/or Construction Allowance. 6.The Tenant Improvements shall be constructed in a good and workmanlike manner using Building standard materials or other new materials of equal orgreater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Project, shall have the right todesignate the time when the Tenant Improvements may be performed and to otherwise designate reasonable rules, regulations and procedures for theperformance of work in the Project. The Tenant Improvements shall be subject to and shall comply with all insurance requirements all applicable codesordinances laws and regulations, and the provisions of Section 7 of the Lease with respect to Alterations to the extent they do not conflict with theprovisions of this Work Letter.EXHIBIT C-2-7.Tenant agrees to accept the Premises in its "as-is" condition and configuration, without representation or warranty by Landlord or anyone acting onLandlord's behalf, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the ConstructionAllowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. 8.This Tenant Improvement Rider shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time,whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewalor extension of the original Term, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment orsupplement to the Lease. All capitalized terms used in this Tenant Improvement Rider but not defined herein shall have the same meanings ascribed tosuch terms in the Lease. 9.In the event that Landlord does not fund any installment of the Construction Allowance within forty-five (45) days following Tenant's satisfaction of theapplicable conditions under this Work Letter for the disbursement of same and Tenant's delivery of all applicable items under Section 4 above, Tenantmay give to Landlord (and any mortgagee to which Tenant has delivered a SNDA) a notice of such failure, which notice shall contain the followingphrase on page 1 of the notice in all capital letters and boldface type (or it shall not be deemed validly delivered to Landlord): "FINAL NOTICE:LANDLORD'S FAILURE TO DISBURSE THE CONSTRUCTION ALLOWANCE WITHIN THIRTY (30) DAYS SHALL ENTITLE TENANTOFFSET SUCH AMOUNT AGAINST RENT." If Landlord does not provide the requested Construction Allowance funds within thirty (30) days afterLandlord's receipt of such notice, then Tenant shall be permitted to offset such amount against the Base Rent due and owing hereunder together withinterest at the Interest Rate on a monthly basis until the full amount of the applicable installment of the Construction Allowance has been recouped byTenant; provided, however, that if Landlord notifies Tenant that Landlord disputes Tenant's entitlement to the Construction Allowance or such portionthereof, Tenant may not offset any amount on account thereof unless and until such dispute is finally resolved. If any such disputes regarding Tenant'sentitlement to the Construction Allowance are not resolved between the parties within thirty (30) days following such notice by Landlord, Tenant mayproceed with its remedies at law or in equity.EXHIBIT C -3-EXHIBIT DBUILDING RULESThe following Building Rules apply to and govern Tenant's use of the Premises and Project. Capitalized terms have the meanings given in the Lease, ofwhich these Building Rules are a part. Tenant is responsible for all Claims arising from any violation of the Building Rules by Tenant.1. NO AWNING OR OTHER PROJECTION MAY BE ATTACHED TO THE OUTSIDE WALLS OF THE PREMISES OR PROJECT. NO CURTAINS,BLINDS, SHADES OR SCREENS VISIBLE FROM THE EXTERIOR OF THE PREMISES MAY BE ATTACHED TO OR HUNG IN, OR USED INCONNECTION WITH, ANY WINDOW OR DOOR OF THE PREMISES WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD. SUCH CURTAINS,BLINDS, SHADES, SCREENS OR OTHER FIXTURES MUST BE OF A QUALITY, TYPE, DESIGN AND COLOR, AND ATIACHED IN A MANNER,APPROVED BY LANDLORD IN WRITING.2. NO SIGN, LETTERING, PICTURE, NOTICE OR ADVERTISEMENT WHICH IS VISIBLE FROM THE EXTERIOR OF THE PREMISES OR PROJECTMAY BE INSTALLED ON OR IN THE PREMISES WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT, AND THEN ONLY IN SUCH MANNER,CHARACTER AND STYLE AS LANDLORD MAY HAVE APPROVED IN WRITING.3. TENANT WILL NOT OBSTRUCT SIDEWALKS, ENTRANCES, PASSAGES, CORRIDORS, VESTIBULES, HALLS, OR STAIRWAYS IN AND ABOUTTHE PROJECT WHICH ARE USED IN COMMON WITH OTHER TENANTS. TENANT WILL NOT PLACE OBJECTS AGAINST GLASS PARTITIONS ORDOORS OR WINDOWS WHICH WOULD BE UNSIGHTLY FROM ANY OF THE CORRIDORS OF THE PROJECT OR FROM THE EXTERIOR OF THEPROJECT AND WILL PROMPTLY REMOVE ANY SUCH OBJECTS UPON NOTICE FROM LANDLORD.4. TENANT WILL NOT CREATE OR ALLOW OBNOXIOUS OR HARMFUL FUMES, ODORS, SMOKE OR OTHER DISCHARGES WHICH MAY BEOFFENSIVE TO THE OTHER OCCUPANTS OF THE PROJECT OR NEIGHBORING PROPERTIES, OR OTHERWISE CREATE ANY NUISANCE.5. THE PREMISES SHALL NOT BE USED FOR COOKING (AS OPPOSED TO HEATING OF FOOD), LODGING, SLEEPING OR FOR ANY IMMORALOR ILLEGAL PURPOSE.6. TENANT WILL NOT MAKE EXCESSIVE NOISES, CAUSE DISTURBANCES OR VIBRATIONS OR USE OR OPERATE ANY ELECTRICAL ORMECHANICAL DEVICES OR OTHER EQUIPMENT THAT EMIT EXCESSIVE SOUND OR OTHER WAVES OR DISTURBANCES OR WHICH MAY BEOFFENSIVE TO THE OTHER OCCUPANTS OF THE PROJECT, OR THAT MAY UNREASONABLY INTERFERE WITH THE OPERATION OF ANYDEVICE, EQUIPMENT, COMPUTER, VIDEO, RADIO, TELEVISION BROADCASTING OR RECEPTION FROM OR WITHIN THE PROJECT ORELSEWHERE.7. MACHINES AND MECHANICAL EQUIPMENT BELONGING TO TENANT, WHICH CAUSE NOISE OR VIBRATION THAT MAY BETRANSMITTED TO THE STRUCTURE OF THE BUILDING OR TO ANY SPACE THEREIN TO SUCH A DEGREE AS TO BE OBJECTIONABLE TOLANDLORD OR TO ANY TENANTS IN THE BUILDING, SHALL BE PLACED AND MAINTAINED BY TENANT, AT TENANT'S EXPENSE, ONVIBRATION ELIMINATORS OR OTHER DEVICES SUFFICIENT TO ELIMINATE NOISE OR VIBRATION.8. NO ANIMAL IS ALLOWED IN THE PROJECT, EXCEPT FOR ANIMALS ASSISTING THE DISABLED.EXHIBIT D -1-9. TENANT WILL NOT WASTE ELECTRICITY, WATER OR AIR CONDITIONING AND WILL COOPERATE WITH LANDLORD TO ENSURE THEMOST EFFECTIVE OPERATION OF THE PROJECT'S HEATING, AIR CONDITIONING, VENTILATION AND UTILITY SYSTEMS. TENANT WILL NOTUSE ANY METHOD OF HEATING OR AIR CONDITIONING (INCLUDING WITHOUT LIMITATION FANS OR SPACE HEATERS) OTHER THAN THATSUPPLIED BY LANDLORD OR APPROVED IN WRITING.10. TENANT ASSUMES FULL RESPONSIBILITY FOR PROTECTING ITS SPACE FROM THEFT, ROBBERY AND PILFERAGE, WHICH INCLUDESKEEPING VALUABLE ITEMS LOCKED UP AND DOORS LOCKED AND OTHER MEANS OF ENTRY TO THE PREMISES CLOSED AND SECUREDAFTER BUSINESS HOURS AND AT OTHER TIMES THE PREMISES IS NOT IN USE.11. NO ADDITIONAL LOCKS OR SIMILAR DEVICES SHALL BE ATTACHED TO ANY EXTERIOR DOOR OR WINDOW (OR INTERIOR DOOR ORWINDOW, IF REQUIRED BY APPLICABLE FIRE CODE AND/OR BY THE FIRE MARSHAL) AND NO KEYS OTHER THAN THOSE PROVIDED BYLANDLORD SHALL BE MADE FOR ANY DOOR. IF MORE THAN TWO KEYS FOR ONE LOCK ARE DESIRED BY THE TENANT, LANDLORD WILLPROVIDE THE SAME UPON PAYMENT BY THE TENANT. UPON TERMINATION OF THIS LEASE OR OF TENANT'S POSSESSION, TENANT WILLSURRENDER ALL KEYS OF THE PREMISES AND SHALL EXPLAIN TO LANDLORD ALL COMBINATION LOCKS ON SAFES, CABINETS ANDVAULTS.12. TENANT WILL NOT BRING INTO THE PROJECT INFLAMMABLES, SUCH AS GASOLINE, KEROSENE, NAPHTHA AND BENZINE, OREXPLOSIVES OR ANY OTHER ARTICLE OF INTRINSICALLY DANGEROUS NATURE.13. TENANT SHALL NOT BRING ANY BICYCLES OR OTHER VEHICLES OF ANY KIND INTO THE BUILDING, EXCEPT FOR APPROPRIATEVEHICLES NECESSARY FOR ASSISTING THE DISABLED.14. IF ANY CARPETING OR OTHER FLOORING IS INSTALLED BY TENANT USING AN ADHESIVE, SUCH ADHESIVE WILL BE AN ODORLESS,RELEASABLE ADHESIVE.15. IF TENANT REQUIRES TELEGRAPHIC, TELEPHONIC, SECURITY ALARM, SATELLITE DISHES, ANTENNAE OR SIMILAR SERVICES,TENANT SHALL FIRST OBTAIN LANDLORD'S WRITTEN APPROVAL, AND COMPLY WITH LANDLORD'S INSTRUCTIONS IN THEIRINSTALLATION.16. THE WATER AND WASH CLOSETS, DRINKING FOUNTAINS AND OTHER PLUMBING FIXTURES WILL NOT BE USED FOR ANY PURPOSEOTHER THAN THOSE FOR WHICH THEY WERE CONSTRUCTED, AND NO SWEEPINGS, RUBBISH, RAGS, COFFEE GROUNDS OR OTHERSUBSTANCES SHALL BE THROWN THEREIN.17. TENANT WILL NOT OVERLOAD ANY UTILITIES SERVING THE PREMISES.18. ALL LOADING, UNLOADING, RECEIVING OR DELIVERY OF GOODS, SUPPLIES, FURNITURE OR OTHER ITEMS WILL BE MADE ONLYTHROUGH ENTRYWAYS PROVIDED FOR SUCH PURPOSES. DELIVERIES DURING NORMAL OFFICE HOURS SHALL BE LIMITED TO NORMALOFFICE SUPPLIES AND OTHER SMALL ITEMS. NO DELIVERIES SHALL BE MADE WHICH IMPEDE OR INTERFERE WITH OTHER TENANTS ORTHE OPERATION OF THE BUILDING. NO EQUIPMENT, MATERIALS, FURNITURE, PACKAGES, SUPPLIES, MERCHANDISE OR OTHER PROPERTYWILL BE RECEIVED IN THE BUILDING OR CARRIED IN THE PASSENGER ELEVATORS EXCEPT BETWEEN SUCH HOURS AND IN SUCHELEVATORS AS MAY BE DESIGNATED BY LANDLORD.EXHIBIT D -2-19. TENANT'S INITIAL MOVE IN AND SUBSEQUENT DELIVERIES OF HEAVY OR BULKY ITEMS, SUCH AS FURNITURE, SAFES AND SIMILARITEMS SHALL BE MADE ONLY OUTSIDE OF BUSINESS HOURS AND ONLY IN SUCH MANNER AS SHALL BE PRESCRIBED IN WRITING BYLANDLORD. LANDLORD WILL IN ALL CASES HAVE THE RIGHT TO SPECIFY THE PROPER POSITION OF ANY SAFE, EQUIPMENT OR OTHERHEAVY ARTICLE, WHICH SHALL ONLY BE USED BY TENANT IN A MANNER WHICH WILL NOT INTERFERE WITH OR CAUSE DAMAGE TO THEPREMISE OR THE PROJECT, OR TO THE OTHER TENANTS OR OCCUPANTS OF THE PROJECT. TENANT WILL NOT OVERLOAD THE FLOORS ORSTRUCTURE OF THE BUILDING.20. TENANT WILL BE RESPONSIBLE FOR ALL CLAIMS ARISING FROM ANY DAMAGE TO THE PROJECT OR THE PROPERTY OF ITSEMPLOYEES OR OTHERS AND ANY INJURIES SUSTAINED BY ANY PERSON WHOMSOEVER RESULTING FROM THE DELIVERY OR MOVING OFANY ARTICLES BY OR FOR TENANT.21. CANVASSING, SOLICITING, AND PEDDLING IN OR ABOUT THE PROJECT IS PROHIBITED AND TENANT WILL COOPERATE TO PREVENTTHE SAME.22. AT ALL TIMES (A) PERSONS MAY ENTER THE BUILDING ONLY IN ACCORDANCE WITH SUCH REGULATIONS AS LANDLORD MAYPROVIDE, (8) PERSONS ENTERING OR DEPARTING FROM THE BUILDING MAY BE QUESTIONED AS TO THEIR BUSINESS IN THE BUILDING, ANDTHE RIGHT IS RESERVED TO REQUIRE THE USE OF AN IDENTIFICATION CARD OR OTHER ACCESS DEVICE OR PROCEDURES AND/OR THEREGISTERING OF SUCH PERSONS AS TO THE HOUR OF ENTRY AND DEPARTURE, NATURE OF VISIT, AND OTHER INFORMATION DEEMEDNECESSARY FOR THE PROTECTION OF THE BUILDING, AND (C) ALL ENTRIES INTO AND DEPARTURES FROM THE BUILDING SHALL BETHROUGH ONE OR MORE ENTRANCES AS LANDLORD SHALL FROM TIME TO TIME DESIGNATE. LANDLORD MAY ELECT NOT TO ENFORCECLAUSES (A), (B) AND (C) ABOVE DURING BUSINESS HOURS, BUT RESERVES THE RIGHT TO DO SO AT LANDLORD'S DISCRETION.23. IN CASE OF INVASION, MOB, RIOT, PUBLIC EXCITEMENT, OR OTHER COMMOTION, LANDLORD RESERVES THE RIGHT TO LIMIT ORPREVENT ACCESS TO THE PROJECT DURING THE CONTINUANCE OF THE SAME BY CLOSING THE DOORS OR TAKING OTHER APPROPRIATESTEPS. LANDLORD WILL IN NO CASE BE LIABLE FOR DAMAGES FOR ANY ERROR OR OTHER ACTION TAKEN WITH REGARD TO THEADMISSION TO OR EXCLUSION FROM THE PROJECT OF ANY PERSON AT ANY TIME.24. SMOKING IS NOT PERMITTED, EXCEPT IN THE SMOKING AREAS LOCATED OUTSIDE OF THE BUILDING, IF ANY, AS DESIGNATED ANDREDESIGNATED IN WRITING FROM TIME TO TIME BY LANDLORD, IN ITS SOLE, ABSOLUTE AND ARBITRARY DISCRETION, AND TENANTWILL NOT SMOKE ANYWHERE WITHIN THE PROJECT INCLUDING, WITHOUT LIMITATION, THE PREMISES AND THE SIDEWALKS,ENTRANCES, PASSAGES, CORRIDORS, HALLS, ELEVATORS AND STAIRWAYS OF THE PROJECT, OTHER THAN THE SMOKING AREAS, IF ANY,DESIGNATED IN WRITING BY LANDLORD. ALL SMOKING MATERIALS MUST BE DISPOSED OF IN ASHTRAYS OR OTHER APPROPRIATERECEPTACLES PROVIDED FOR THAT PURPOSE.25. THE BUILDING DIRECTORY WILL BE PROVIDED EXCLUSIVELY FOR THE DISPLAY OF THE NAME AND LOCATION OF TENANTS ONLYAND LANDLORD RESERVES THE RIGHT TO EXCLUDE ANY OTHER NAMES THEREFROM AND TO LIMIT THE AMOUNT OF SPACE THEREONDEDICATED TO TENANT.26. UNLESS OTHERWISE APPROVED BY LANDLORD IN WRITING, ALL JANITORIAL SERVICES FOR THE PROJECT AND THE PREMISESSHALL BE PROVIDED EXCLUSIVELY THROUGH LANDLORD, AND EXCEPT WITH THE WRITTEN CONSENT OF LANDLORD, NO PERSON ORPERSONS OTHER THAN THOSE APPROVED BY LANDLORD SHALL BE EMPLOYED BY TENANT OR PERMITTED TO ENTER THE PROJECT FORTHE PURPOSE OF PERFORMING JANITORIAL SERVICES. TENANT SHALL NOT CAUSE ANY UNNECESSARY LABOR BY CARELESSNESS ORINDIFFERENCE TO THE GOOD ORDER AND CLEANLINESS OF THE PROJECT.EXHIBIT D -3-27. LANDLORD RESERVES THE RIGHT TO EXCLUDE OR EXPEL FROM THE PROJECT ANY PERSON WHO, IN LANDLORD'S JUDGMENT, ISINTOXICATED OR UNDER THE INFLUENCE OF LIQUOR OR DRUGS OR WHO IS IN VIOLATION OF ANY OF THE BUILDING RULES OR ANY LAWS.28. TENANT SHALL STORE ALL ITS TRASH AND GARBAGE IN PROPER RECEPTACLES WITHIN ITS PREMISES OR IN OTHER FACILITIESPROVIDED FOR SUCH PURPOSE BY LANDLORD. TENANT SHALL NOT PLACE IN ANY TRASH BOX OR RECEPTACLE ANY MATERIAL WHICHCANNOT BE DISPOSED OF IN THE ORDINARY AND CUSTOMARY MANNER OF TRASH AND GARBAGE DISPOSAL. ALL GARBAGE AND REFUSEDISPOSAL SHALL BE MADE IN ACCORDANCE WITH DIRECTIONS ISSUED FROM TIME TO TIME BY LANDLORD. TENANT WILL COOPERATEWITH ANY RECYCLING PROGRAM AT THE PROJECT.29. TENANT WILL NOT USE IN THE PREMISES OR COMMON AREA OF THE PROJECT ANY HAND TRUCK EXCEPT THOSE EQUIPPED WITHRUBBER TIRES AND SIDE GUARDS OR SUCH OTHER MATERIAL-HANDLING EQUIPMENT AS LANDLORD MAY APPROVE.30. TENANT WILL NOT USE THE NAME OF THE BUILDING OR THE PROJECT IN CONNECTION WITH OR IN PROMOTING OR ADVERTISINGTHE BUSINESS OF TENANT EXCEPT AS TENANT'S ADDRESS.31. TENANT WILL COMPLY WITH ALL SAFETY, FIRE PROTECTION AND EVACUATION PROCEDURES AND REGULATIONS ESTABLISHED BYLANDLORD OR ANY GOVERNMENTAL AGENCY.32. TENANT'S REQUIREMENTS WILL BE ATTENDED TO ONLY UPON APPROPRIATE APPLICATION TO LANDLORD'S PROPERTYMANAGEMENT OFFICE FOR THE PROJECT BY AN AUTHORIZED INDIVIDUAL.33. TENANT WILL NOT PARK OR PERMIT PARKING IN ANY AREAS DESIGNATED BY LANDLORD FOR PARKING BY VISITORS TO THEPROJECT OR FOR THE EXCLUSIVE USE OF TENANTS OR OTHER OCCUPANTS OF THE PROJECT. ONLY PASSENGER VEHICLES MAY BEPARKED IN THE PARKING AREAS.34. PARKING STICKERS OR ANY OTHER DEVICE OR FORM OF IDENTIFICATION SUPPLIED BY LANDLORD AS A CONDITION OF USE OF THEPARKING FACILITIES SHALL REMAIN THE PROPERTY OF LANDLORD. SUCH PARKING IDENTIFICATION DEVICE MUST BE DISPLAYED ASREQUESTED AND MAY NOT BE MUTILATED OR OBSTRUCTED IN ANY MANNER. SUCH DEVICES ARE NOT TRANSFERABLE AND ANY DEVICEIN THE POSSESSION OF AN UNAUTHORIZED HOLDER WILL BE VOID. LANDLORD MAY CHARGE A FEE FOR PARKING STICKERS, CARDS OROTHER PARKING CONTROL DEVICES SUPPLIED BY LANDLORD.35. NO OVERNIGHT OR EXTENDED TERM PARKING OR STORAGE OF VEHICLES IS PERMITTED.36. PARKING IS PROHIBITED (A) IN AREAS NOT STRIPED FOR PARKING; (B) IN AISLES; (C) WHERE "NO PARKING" SIGNS ARE POSTED; (D)ON RAMPS; (E) IN CROSS-HATCHED AREAS (IF ANY); (F) IN LOADING AREAS; AND (0) IN SUCH OTHER AREAS AS MAY BE DESIGNATED BYLANDLORD FROM TIME TO TIME.37. ALL RESPONSIBILITY FOR DAMAGE, LOSS OR THEFT TO VEHICLES AND THE CONTENTS THEREOF IS ASSUMED BY THE PERSONPARKING THEIR VEHICLE.EXHIBIT D -4-38. TENANT AND/OR EACH USER OF THE PARKING AREA MAY BE REQUIRED TO SIGN A PARKING AGREEMENT, AS A CONDITION TOPARKING, WHICH AGREEMENT MAY PROVIDE FOR THE MANNER OF PAYMENT OF ANY PARKING CHARGES AND OTHER MATTERS NOTINCONSISTENT WITH THIS LEASE AND THESE BUILDING RULES.39. LANDLORD RESERVES THE RIGHT TO REFUSE PARKING IDENTIFICATION DEVICES AND PARKING RIGHTS TO TENANT OR ANY OTHERPERSON WHO FAILS TO COMPLY WITH THE BUILDING RULES APPLICABLE TO THE PARKING AREAS. ANY VIOLATION OF SUCH RULE SHALLSUBJECT THE VEHICLE TO REMOVAL, AT SUCH PERSON'S EXPENSE.40. A THIRD PARTY MAY OWN, OPERATE OR CONTROL THE PARKING AREAS, AND SUCH PARTY MAY ENFORCE THESE BUILDING RULESRELATING TO PARKING. TENANT WILL OBEY ANY ADDITIONAL RULES AND REGULATIONS GOVERNING PARKING WHICH MAY BE IMPOSEDBY THE PARKING OPERATOR OR ANY OTHER PERSON CONTROLLING THE PARKING AREAS SERVING THE PROJECT.41. TENANT SHALL BE RESPONSIBLE FOR THE OBSERVANCE OF ALL OF THE BUILDING RULES BY TENANT (INCLUDING, WITHOUTLIMITATION, ALL EMPLOYEES, AGENTS, CLIENTS, CUSTOMERS, INVITEES AND GUESTS).42. LANDLORD MAY, FROM TIME TO TIME, WAIVE ANY ONE OR MORE OF THESE BUILDING RULES FOR THE BENEFIT OF TENANT ORANY OTHER TENANT, BUT NO SUCH WAIVER BY LANDLORD SHALL BE CONSTRUED AS A CONTINUING WAIVER OF SUCH BUILDING RULE(S)IN FAVOR OF TENANT OR ANY OTHER TENANT, NOR PREVENT LANDLORD FROM THEREAFTER ENFORCING ANY SUCH BUILDING RULE(S)AGAINST TENANT OR ANY OR ALL OF THE TENANTS OF THE PROJECT.43. LANDLORD MAY, FROM TIME TO TIME, HOLD, OR PERMIT OTHERS TO HOLD, PRIVATE EVENTS IN THE ATRIUM OF THE BUILDING.TENANT ACKNOWLEDGES THAT TENANT SHALL NOT INTERFERE WITH OR ATTEND, AND SHALL NOT PERMIT OTHERS TO INTERFERE WITHOR ATTEND, ANY SUCH PRIVATE EVENTS WITHOUT INVITATION.44. THESE BUILDING RULES ARE IN ADDITION TO, AND SHALL NOT BE CONSTRUED TO IN ANY WAY MODIFY OR AMEND, IN WHOLE ORIN PART, THE OTHER TERMS, COVENANTS, AGREEMENTS AND CONDITIONS OF THE LEASE. IN THE EVENT OF ANY CONFLICT BETWEENTHESE BUILDING RULES AND ANY EXPRESS TERM OR PROVISION OTHERWISE SET FORTH IN THE LEASE, SUCH OTHER EXPRESS TERM ORPROVISION SHALL BE CONTROLLING.EXHIBIT D -5-EXHIBIT ESUBORDINATION. NONDISTURBANCE AND ATTORNMENT AGREEMENT (Loan No. _____________________)THIS SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT (this "Agreement") is entered into as of _________, 201__(the "Effective Date"), between ________________________ ("Lender"), whose address is ________________________, a________________________ ("Tenant"), whose address is ________________________, and ________________________, a________________________ ("Landlord"), whose address is ________________________, with reference to the following facts:A. Landlord owns the real property known as Galleria Corporate Center and having a street address of 4301 and 4343 North Scottsdale Road, Phoenix,AZ, such real property, including all buildings, improvements, structures and fixtures located thereon, (all or any portion thereof being referred to herein asthe "Landlord's Premises"), as more particularly described on Exhibit A.B. CWCapital, LLC, a Massachusetts limited liability company ("ORIGINAL LENDER") made a loan to Landlord in the original principal amount of$55,000,000.00 (the "Loan").C. To secure the Loan, Landlord encumbered Landlord's Premises by entering into that certain Deed of Trust, Assignment of Leases and Rents, SecurityAgreement and Fixture Filing dated as of March 1, 2006, in favor of a trustee for the benefit of Original Lender (as amended, increased, renewed, extended,spread, consolidated, severed, .restated, or otherwise changed from time to time, the "SECURITY INSTRUMENT") recorded in the applicable land records ofMaricopa County, Arizona.D. Lender is now the holder of the Security Instrument and has authority to enter into this Agreement.E. Pursuant to a Lease dated as of February , 2015, together with any amendments, modifications and renewals approved in writing by Lender to theextent such approval is required by the Security Instrument (the "LEASES"), Landlord demised to Tenant a portion of Landlord's Premises ("Tenant'sPremises").F. Lender has been requested by Landlord and Tenant to enter into this Agreement, and Tenant and Lender desire to agree upon the relative priorities oftheir interests in Landlord's Premises and their rights and obligations if certain events occur.NOW, THEREFORE, for good and sufficient consideration, Tenant and Lender agree:1. Definitions. The following terms shall have the following meanings for purposes of this Agreement:1.1."Construction-Related Obligation" means any obligation of Former Landlord (as hereinafter defined) under the Lease to make, pay for, or reimburseTenant for any alterations, demolition, or other improvements or work at Landlord's Premises, including Tenant's Premises. "Construction-RelatedOBLIGATION" shall not include: (a) reconstruction or repair following any fire, casualty or condemnation which occurs after the date of attornmenthereunder, but only to the extent of the insurance or condemnation proceeds actually received by Successor Landlord for such reconstruction andrepair, less Successor Landlord's actual expenses in administering such proceeds; or (b) day-to-day maintenance and repairs. 1.2."Construction-Related Obligation" means any obligation of Former Landlord (as hereinafter defined) under the Lease to make, pay for, or reimburseTenant for any alterations, demolition, or other improvements or work at Landlord's Premises, including Tenant's Premises. "Construction-RelatedOBLIGATION" shall not include: (a) reconstruction or repair following any fire, casualty or condemnation which occurs after the date of attornmenthereunder, but only to the extent of the insurance or condemnation proceeds actually received by Successor Landlord for such reconstruction andrepair, less Successor Landlord's actual expenses in administering such proceeds; or (b) day-to-day maintenance and repairs.EXHIBIT E -1-1.3."Foreclosure Event" means (a) foreclosure under the Security Instrument; (b) any other exercise by Lender of rights and remedies (whether under theSecurity Instrument or under applicable law, including bankruptcy law) as holder of the Loan and/or the Security Instrument, as a result of whichSuccessor Landlord becomes owner of Landlord's Premises; or (c) delivery by Former Landlord to Lender (or its designee or nominee) of a deed orother conveyance of Former Landlord's interest in Landlord's Premises in lieu of any of the foregoing. 1.4."FORMER LANDLORD" means Landlord and/or any other party that was landlord under the Lease at any time before the occurrence of any attornmentunder this Agreement. 1.5."Offset Right" means any right or alleged right of Tenant to any offset, defense (other than one arising from actual payment and performance, whichpayment and performance would bind a Successor Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abatementagainst Tenant's payment of Rent or performance of Tenant's other obligations under the Lease, arising (whether under the Lease or other applicablelaw) from acts or omissions of Former Landlord and/or from Former Landlord's breach or default under the Lease. 1.6."Rent" means any fixed rent, base rent or additional rent under the Lease. 1.7."Successor Landlord" means any party that becomes owner of Landlord's Premises as the result of a Foreclosure Event. 1.8."TERMINATION RIGHT" means any right of Tenant to cancel or terminate the Lease or to claim a partial or total eviction arising (whether under theLease or under applicable law) from Former Landlord's breach or default under the Lease. 2. Subordination. The Lease, and all right, title and interest of the Tenant thereunder and of the Tenant to and in the Landlord's Premises, are, shall be, andshall at all times remain, subject and subordinate to the Security Instrument, the lien imposed by the Security Instrument, and all advances made under theSecurity Instrument. 3.Payment to Lender. In the event Tenant receives written notice (the "RENT PAYMENT NOTICE") from Lender or from a receiver for the Landlord's Premisesthat there has been a default under the Security Instrument and that rentals due under the Lease are to be paid to Lender or to the receiver (whether pursuantto the terms of the Security Instrument or of that certain Assignment of Rents and Leases executed by Landlord as additional security for the Loan), Tenantshall pay to Lender or to the receiver, or shall pay in accordance with the directions of Lender or of the receiver, all Rent and other monies due or tobecome due to Landlord under the Lease, notwithstanding any contrary instruction, direction or assertion of Former Landlord. Landlord hereby expresslyand irrevocably directs and authorizes Tenant to comply with any Rent Payment Notice, notwithstanding any contrary instruction, direction or assertion ofLandlord, and Landlord hereby releases and discharges Tenant of and from any liability to Landlord on account of any such payments. The delivery byLender or the receiver to Tenant of a Rent Payment Notice, or Tenant's compliance therewith, shall not be deemed to: (i) cause Lender to succeed to or toassume any obligations or responsibilities as landlord under the Lease, all of which shall continue to be performed and discharged solely by the applicableLandlord unless and until any attornment has occurred pursuant to this Agreement; or (ii) relieve the applicable Former Landlord of any obligations underthe Lease. Tenant shall be entitled to rely on any Rent Payment Notice. Tenant shall be under no duty to controvert or challenge any Rent Payment Notice.Tenant's compliance with a Rent Payment Notice shall not be deemed to violate the Lease. Tenant shall be entitled to full credit under the Lease for anyRent paid to Lender pursuant to a Rent Payment Notice to the same extent as if such Rent were paid directly to Former Landlord.EXHIBIT E -2-4. Nondisturbance. Recognition and Attornment. 4.1.No Exercise of Security Instrument Remedies against Tenant. So long as (i) the Lease has not expired or otherwise been terminated by FormerLandlord and (ii) there is no existing default under or breach of the Lease by Tenant that has continued beyond applicable cure periods (an "EVENT OFDEFAULT"), Lender shall not name or join Tenant as a defendant in any exercise of Lender's rights and remedies arising upon a default under theSecurity Instrument unless applicable law requires Tenant to be made a party thereto as a condition to proceeding against Former Landlord orprosecuting such rights and remedies. In the latter case, Lender may join Tenant as a defendant in such action only for such purpose and not toterminate the Lease or otherwise diminish or interfere with Tenant's rights under the Lease or this Agreement in such action. 4.2.Nondisturbance and Attornment. So long as (i) the Lease has not expired or otherwise been terminated by Former Landlord, or (ii) an Event of Defaulthas not occurred, then, if and when Successor Landlord takes title to Landlord's Premises: (a) Successor Landlord shall not terminate or disturbTenant's possession of Tenant's Premises under the Lease, except in accordance with the terms of the Lease and this Agreement; (b) SuccessorLandlord shall be bound to Tenant under all the terms and conditions of the Lease (except as provided in this Agreement); (c) Tenant shall recognizeand attorn to Successor Landlord as Tenant's direct landlord under the Lease as affected by this Agreement; (d) the Lease shall continue in full forceand effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant; and (e)Successor Landlord shall have all the rights and remedies of the landlord under the Lease, including, without limitation, rights or remedies arising byreason of any Event of Default by Tenant under the Lease, whether occurring before or after the Successor Landlord takes title to the Landlord'sPremises. 4.3.Protection of Successor Landlord. Notwithstanding anything to the contrary in the Lease or the Security Instrument, neither Lender nor SuccessorLandlord shall be liable for or bound by any of the following matters: a.Claims against Former Landlord. Any Offset Right or Termination Right that Tenant may have against any Former Landlord relating to any event oroccurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord thatoccurred before the date of attornment of which Lender or Successor Landlord has not been given written notice. The foregoing shall not limitTenant's right to exercise against Successor Landlord any Offset Right or Termination Right otherwise available to Tenant because of events existingas of or occurring after the date of attornment. b.Construction-Related Obligations. Any Construction Related Obligation of Former Landlord. c.Prepayments. Any payment of Rent that Tenant may have made to Former Landlord for more than the current month. d.Payment: Security Deposit. Any obligation: (a) to pay Tenant any sum(s) that any Former Landlord owed to Tenant or (b) with respect to any securitydeposited with Former Landlord, unless such security was actually delivered to Landlord or to Successor Landlord. e.Modification. Amendment or Waiver. Any material modification or amendment of the Lease, or any waiver of any terms of the Lease, made withoutLender's written consent if such consent is required by the Security Instrument.EXHIBIT E -3-f.Surrender, Etc. Any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed between FormerLandlord and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. g.Covenants. Any covenants or obligations of or applicable to Former Landlord to the extent they apply to or affect any property other than Landlord'sPremises.5. Lender's Right to Cure.5.1.Notice to Lender. Copies of all notices and other communications given by Tenant to Former Landlord shall also be simultaneously provided toLender. Notwithstanding anything to the contrary in the Lease or this Agreement or the Security Instrument, before exercising any Termination Rightor Offset Right, Tenant shall provide Lender with notice of the breach or default by Former Landlord giving rise to same (the "DEFAULT NOTICE") and,thereafter, the opportunity to cure such breach or default as provided for below. 5.2.Lender's Cure Period. After Lender receives a Default Notice, Lender shall have a period of thirty (30) days beyond the time available to FormerLandlord under the Lease in which to cure the breach or default by Former Landlord, or, in the event that such cure cannot be completed within suchcure period, Lender shall have such reasonable period of time as is required to diligently prosecute such cure to its completion; provided, that suchcure is completed within sixty (60) days after Lender or any Successor Landlord acquires title to the Landlord's Premises pursuant to a ForeclosureEvent. Lender shall have no obligation to cure (and shall have no liability or obligation for not curing) any breach or default by Former Landlord. 6.Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to thisAgreement, the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's obligations and liabilities under theLease shall never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in Landlord's Premises from time to time, includinginsurance and condemnation proceeds except to the extent reinvested in the Landlord's Premises, Successor Landlord's interest in the Lease, and theproceeds from any sale or other disposition of Landlord's Premises by Successor Landlord (collectively, "SUCCESSOR LANDLORD'S INTEREST"). Tenant shalllook exclusively to Successor Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlordunder the Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or therelationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) tocollect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. 7. Miscellaneous. 7.1.Notices. All notices or other communications required or permitted under this Agreement shall be in writing and given by personal delivery or bynationally recognized overnight courier service that regularly maintains records of items delivered. Each party's address is as set forth in the openingparagraph of this Agreement, subject to change by notice under this paragraph. Notices shall be effective upon delivery if sent by personal deliveryand the next business day after being sent by overnight courier service. 7.2.Successors and Assigns. This Agreement shall bind and benefit the parties, their successors and assigns, any Successor Landlord, and its successorsand assigns. Upon assignment of the Security Instrument by Lender, all liability of the Lender/assignor shall terminate.EXHIBIT E -4-7.3.Entire Agreement. This Agreement constitutes the entire· agreement between Lender and Tenant and Landlord regarding the subordination of theLease to the Security Instrument and the rights and obligations of Tenant, Lender and Landlord as to the subject matter of this Agreement. 7.4.Lender's Rights and Obligations. a.Except as expressly provided for in this Agreement Lender shall have no obligations to Tenant with respect to the Lease. If an attornment to aSuccessor Landlord occurs pursuant to this Agreement, then all rights and obligations of Lender under this Agreement shall terminate, withoutthereby affecting in any way the rights and obligations of Successor Landlord provided for in this Agreement. b.Neither this Agreement, the Security Instrument or any of the related loan documents, nor the Lease shall, prior to any acquisition of Landlord'sPremises by Lender, operate to give rise to or create any responsibility or liability for the control, care, management or repair of the Landlord'sPremises upon the Lender, or impose responsibility for the carrying out by Lender of any of the covenants, terms or conditions of the Lease, nor shallsaid instruments operate to make Lender responsible or liable for any waste committed on the Landlord's Premises by any party whatsoever, or fordangerous or defective conditions of the Landlord's Premises, or for any negligence in the management, upkeep, repair or control of the Landlord'sPremises, which may result in loss, injury or death to Tenant, or to any tenant, licensee, invitee, guest, employee, agent or stranger. c.Lender may assign to any person or entity its interest under the Security Instrument and/or the related loan documents, without notice to, the consentof, or assumption of any liability to, any other party hereto. In the event Lender becomes the Successor Landlord, Lender may assign to any otherparty its interest as the Successor Landlord without the consent of any other party hereto. 7.5.Landlord's Rights and Obligations. Nothing herein contained is intended, nor shall it be construed, to abridge or adversely affect any right or remedyof Landlord under the Lease, including upon the occurrence of an Event of Default by Tenant under the Lease. This Agreement shall not alter, waiveor diminish any of Landlord's obligations under the Security Instrument, any of the related loan documents, or the Lease. 7.6Interpretation: Governing Law. The interpretation, validity and enforcement of this Agreement shall be governed by and construed under the internallaws of the state where the Landlord's Premises are located, excluding its principles of conflict of laws. 7.7.Amendments. This Agreement may be amended, discharged or terminated, or any of its provisions waived, only by a written instrument executed bythe parties hereto. 7.8.Due Authorization. Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actions. 7.9Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shallconstitute one and the same instrument. 7.10Attorneys' Fees. All costs and attorneys' fees incurred in the enforcement hereof shall be paid by the non-prevailing party. 7.11.Headings. The headings in this Agreement are intended to be for convenience of reference only, and shall not define the scope, extent or intent orotherwise affect the meaning of any portion hereof.EXHIBIT E -5-7.12.WAIVER OF JURY TRIAL. THE TENANT AND THE LANDLORD EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY,AFTER CAREFUL CONSIDERATION AND AN OPPORTUNITY TO SEEK LEGAL ADVICE, WAIVE THEIR RESPECTIVE RIGHTS TO HAVE ATRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE PROVISIONS OFTHIS AGREEMENT, OR ANY OTHER DOCUMENTS EXECUTED IN CONJUNCTION HEREWITH OR WITH THE LOAN, ANY TRANSACTIONCONTEMPLATED BY THIS AGREEMENT, THE LANDLORD'S PREMISES, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LANDLORD, TENANT OR LENDER. THIS PROVISION IS AMATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS AGREEMENT. (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)EXHIBIT E-6-IN WITNESS WHEREOF, this Agreement has been duly executed by Lender, Tenant and Landlord as of the Effective Date.LENDER: By: Name: Title: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate isattached, and not the truthfulness, accuracy, or validity of that document.State of California) County of ) On, before me, ,(insert name of notary)Notary Public, personally appeared ____________________________________________________________, who proved to me on the basis ofsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed thesame in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which theperson(s) acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.WITNESS my hand and official seal.Signature (Seal)EXHIBIT E -7-TENANT: By: Name: Title: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate isattached, and not the truthfulness, accuracy, or validity of that document. State of California) County of ) On, before me, ,(insert name of notary)Notary Public, personally appeared ________________________________________________________, who proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same inhis/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.WITNESS my hand and official seal.Signature (Seal)EXHIBIT E -8-LANDLORD:__________________________________, a _________________________________ By: Name: Title: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate isattached, and not the truthfulness, accuracy, or validity of that document. State of California) County of ) On, before me, ,(insert name of notary)Notary Public, personally appeared ________________________________________________________, who proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same inhis/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.WITNESS my hand and official seal.Signature (Seal)EXHIBIT E -9-EXHIBIT A TO EXHIBIT ELEGAL DESCRIPTION OF REAL PROPERTYPARCEL NO. 1:That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the Northwest corner of the Southwest quarter of the Northwest quarter of said Southwest quarter;thence South 89 degrees 32 minutes 34 seconds East (assumed bearing) along the North line of the Southwest quarter of the Northwest quarter of saidSouthwest quarter 51.98 feet to a point on a curve concave Northeasterly whose radius point bears North 73 degrees 56 minutes 49 seconds East 505.00 feet,said curve hereinafter referred to as "Curve Number 1", said point-on-curve being the TRUE POINT OF BEGINNING;thence continuing along said North line and along the North line of the South half of the East half of the Northwest quarter of the Southwest quarter of saidSection 23, South 89 degrees 32 minutes 34 seconds East 613.48 feet to a point of intersection with the Southerly prolongation of the West line of Tract B,Camelback Park Plaza, according to Book 86 of Maps, page 13, records of Maricopa County;thence North 00 degrees 06 minutes 23 seconds East along said West line and Southerly prolongation a distance of 147.12 feet to the Northwest corner ofsaid Tract B;thence South 89 degrees 32 minutes 34 seconds East along the North line of said Tract B a distance of 73.13 feet (Record 73.00 feet) to the Northeast cornerthereof,thence South 00 degrees 07 minutes 46 seconds West (record South) along the East line of said Tract B and its Southerly prolongation a distance of 147.12feet to a point on the North line of the Southeast quarter of the Northwest quarter of said Southwest quarter,thence South 89 degrees 32 minutes 34 seconds East (record South 89 degrees 39 minutes 41 seconds East and South 89 degrees 38 minutes West) along lastsaid North line 206.91 feet to a point of intersection with the Northerly prolongation of the East line of Tract A, Winfield Scott Plaza Unit Four, according toBook 70 of Maps, page 28, records of Maricopa County,thence South 00 degrees 05 minutes 08. seconds West (record South O degrees 01 minutes 43 seconds East) along said East line and Northerly prolongation adistance of 165.85 feet;thence North 89 degrees 33 minutes 20 seconds West (record North 89 degrees 41 minutes 21 seconds West) a distance of 288.07 feet along the South line ofsaid Tract A and its Westerly prolongation to a point on the East line of the Southwest quarter of the Northwest quarter of said Southwest quarter; said pointbeing the Southeast corner of the North half of the North half of said Southwest quarter of the Northwest quarter of the Southwest quarter, and said point alsobeing the Northeast corner of Winfield Scott Plaza Unit Three, according to Book 70 of Maps, page 49, records of said county;thence South 00 degrees 07 minutes 05 seconds West (record South O degrees 01 minutes 30 seconds East) along last said East line 105.92 feet;thence North 89 degrees 32 minutes 38 seconds West 48.33 feet to a point of curvature of a curve concave Southeasterly having a radius of 205.00 feetEXHIBIT E -10-thence Southwesterly along the arc of said curve through a central angle of 48 degrees 49 minutes 13 seconds a distance of 174.68 feet to a point on theNorth line of Lot 111 of said Winfield Scott Plaza Unit Three, which point lies North 89 degrees 33 minutes 43 seconds West (record North 89 degrees 41minutes 21 seconds West) 33.58 feet from the Northeast corner thereof,thence continuing along last said curve through a central angle of 6 degrees 46 minutes 17 seconds a distance of 24.23 feet to a point of tangency;thence South 34 degrees 51 minutes 52 seconds West 17.33 feet to a point of curvature of a curve concave, Northerly having a radius of 25.00 feet;thence Westerly along the arc of said curve through a central angle of 90 degrees 00 minutes 00 seconds a distance of 39.27 feet to a point of tangency,thence North 55 degrees 08 minutes 08 seconds West 70.60 feet to a point on the North line of Lot 110 of said Winfield Scott Plaza Unit Three, which pointlies South 89 degrees 33 minutes 43 seconds East (record South 89 degrees 41 minutes 21 seconds East) 24.85 feet from the Northwest corner thereof,thence continuing along last said tangent line a distance of 34.93 feet;thence North 34 degrees 51 minutes 52 seconds East a distance of 7.00 feet;thence North 55 degrees 08 minutes 08 seconds West 76.53 feet to a point of curvature of a curve concave Northeasterly, being said "CURVE NUMBER 1",whose radius point bears North 34 degrees 51 minutes 52 seconds East 505.00 feet;thence Northwesterly along the arc of said curve through a central angle of 39 degrees 04 minutes 57 seconds a distance of 344.47 feet to the TRUE POINTOF BEGINNING.PARCEL NO. 2:That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the Northwest corner of the Southwest quarter of the Northwest quarter of said Southwest quarter;thence South 00 degrees 07 minutes 06 seconds West (assumed bearing) (record South) along the monument line of Scottsdale Road a distance of 536.00 feet(record 535.82 feet) to the Northwest corner of Winfield Scott Plaza unit Two, according to Book 67 of Maps, page 41, records of Maricopa County;thence South 89 degrees 33 minutes 19 seconds East along the North line of said Winfield Scott Plaza Unit Two, which North line is also the South line ofWinfield Scott Plaza Unit Three, according to Book 70 of Maps, page 49, records of said County, a distance of 56.00 feet to a point on the Easterly right-of-way line of Scottsdale Road, said point being the TRUE POINT OF BEGINNING;thence North 00 degrees 07 minutes 06 seconds East along said Easterly right-of-way line of Scottsdale Road a distance of 40.00 feet to the Southwest cornerof Lot 96 of said Winfield Scott Plaza Unit Three;thence South 89 degrees 33 minutes 19 seconds East (record South 89 degrees 42 minutes 10 seconds East) along the South line of said Lot 96, its Easterlyprolongation, and along the South line of Lot 105 of said Winfield Scott Plaza Unit Three a distance of 123.40 feet to a point on last said South line whichlies North 89 degrees 33 minutes 19 seconds West (record North 89 degrees 42 minutes 10 seconds West) 52.64 feet from the Southeast corner of said Lot105;EXHIBIT E-11-thence North 00 degrees 28 minutes 09 seconds East a distance of 36.34 feet;thence South 89 degrees 31 minutes 51 seconds East a distance of 22.02 feet;thence North 00 degrees 26 minutes 41 seconds East h distance of 25.57 feet;thence South 89 degrees 33 minutes 00 seconds East along the North line of Lot 104 of said Winfield Scott Plaza Unit Three and its Easterly prolongation adistance of 70.21 feet to the Monument Line of Winfield Scott Plaza Street as shown on the plat of said Winfield Scott Plaza Unit Three;thence North 00 degrees 04 minutes 50 seconds East (record North) along said Monument Line a distance of 19.87 feet;thence South 55 degrees 08 minutes 08 seconds East a distance of 48.70 feet to a point on the West line of Lot 107 of said Winfield Scott Plaza Unit Three,from which point the Southwest comer of Lot 106 of said Winfield. Scott Plaza Unit Three lies South O degrees 04 minutes 50 seconds West (assumedbearing) a distance of 54.21 feet;thence continuing South 55 degrees 08 minutes 08 seconds East a distance of 34.17 feet to the point of curvature of a curve concave Westerly having a radiusof 25.00 feet;thence Southern, along the art: of said curve through a central angle of 90 degrees 00 minutes .00 seconds a distance of 39.27 feet to the point of tangency;thence South 34 degrees 51 minutes 52 seconds West a distance of 0.15 feet to a point on the South line of said Lot 106, from which point the Southeastcorner of Lot 115 of said Winfield Scott Plaza Unit Three lies South 89 degrees 35 minutes 15 seconds East a distance of 141.77 feet;thence continuing South 34 degrees 51 minutes 52 seconds West a distance of 182.88 feet to the point of curvature of a curve concave Northwesterly havinga radius of 145.00 feet;thence Southwesterly along the arc of said curve through a central angle of 6 degrees 25 minutes 05 seconds a distance of 16.24 feet to a point on the Eastline of Lot 84 of said Winfield Scott Plaza Unit Two;thence continuing along the arc of said curve through a central angle of 40 degrees 15 minutes 45 seconds a distance of 101.89 feet to a point on the Easterlyprolongation of the South line of Lot 90 of said Winfield Scott Plaza Unit Two, which lies South 89 degrees 33 minutes 28 seconds East (record South 89degrees 42 minutes 57 seconds East) 88.53 feet from the Southwest corner of said Lot 90;thence continuing along the arc of said curve through a central angle of 8 degrees 14 minutes 12 seconds a distance of 20.85 feet to the point of tangency;thence South 89 degrees 46 minutes 55 seconds West a distance of 67.76 feet to a point on the Easterly right-of-way line of Scottsdale Road which point ison the West line of Lot 91 of said Winfield Scott Plaza Unit Two, and which point lies South O degrees 07 minutes 06 seconds West (record South) a distanceof 2.52 feet from said Southwest corner of Lot 90;thence North 00 degrees 07 minutes 06 seconds East along said Easterly right-of-way line a distance of 174.64 feet to the TRUE POINT OF BEGINNING.PARCEL NO. 3:That part of the following described parcel designated and referred to as the "SUBSURFACE PARCEL" in that certain License Agreement recorded in DocumentNo. 89-407772, records of Maricopa County, Arizona;EXHIBIT E-12-That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the intersection of the monument lines of Paradise Paseo (also known as 6th Avenue) and Winfield Scott Plaza as shown on the plat ofWinfield Scott Plaza Unit Three as recorded in Book 70 (Maps) page 49 at the Maricopa County Recorder's Office, Maricopa County, Arizona;thence South 89 degrees 35 minutes 15 seconds East (assumed bearing) along the monument line of said Paradise Pasco 82.96 feet;thence North 34 degrees 51 minutes 52 seconds East 101.08 feet;thence North 55 degrees 08 minutes 08 seconds West 50.00 feet to the TRUE POINT OF BEGINNING;thence South 34 degrees 51 minutes 52 seconds West 48.51 feet to a point of ton-tangent curvature of a curve concave Southwesterly whose radius pointbears South 46 degrees 24 minutes 05 seconds West 25.00 feet;thence Northwesterly along the arc of said curve through a central angle of 11 degrees 32 minutes 13 seconds a distance of 5.03 feet to a point of tangency;thence North 55 degrees 08 minutes 08 seconds West 182.07 feet;thence South 34 degrees 51 minutes 52 seconds West 2.00 feet to a point of non-tangency curvature of a curve concave Northeasterly whose radius pointbears North 34 degrees 51 minutes 52 seconds East 610.00 feet, said curve hereinafter referred to as "Curve Number 1 ";thence Northwesterly along the arc of said curve, through a central angle of 8 degrees 11 minutes 06 seconds a distance of 87.14 feet;thence leaving the arc of said curve on a radial bearing North 43 degrees 02 minutes 58 seconds East 100.0 feet to a point on non-tangent curvature of a curveconcave Northeasterly, concentric with said Curve Number 1, whose radius point bears North 43 degrees 02 minutes 58 seconds East 510.00 feet;thence Southeasterly along the arc of said curve through a central angle of 8 degrees 11 minutes 06 seconds a distance of 87.14 feet;thence leaving the arc of said curve on a radial line South 34 degrees 51 minutes 52 seconds West 2.00 feet;thence South 55 degrees 08 minutes 08 seconds East 182.07 feet to a point of curvature of a curve concave Northeasterly having a radius of 25.00 feet;thence Southeasterly along the arc of said curve through a central angle of 11 degrees 32 minutes 13 seconds a distance of 5.03 feet;thence leaving the arc of said curve on a non-tangential line South 34 degrees 51 minutes 52 seconds West 48.51 feet to the TRUE POINT OF BEGINNING.PARCEL NO. 4:That part of the following described parcel designated and referred to as the "AIR PARCEL" in that certain License Agreement recorded in Document No. 89-407772, records of Maricopa County, Arizona;EXHIBIT E-13-That portion of the Southwest quarter of Section 23, Township 2 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County,Arizona, more particularly described as follows:COMMENCING at the intersection of the monument lines of Paradise Paseo (also known as 6th Avenue) and Winfield Scott Plaza as shown on the plat ofWinfield Scott Plaza Unit Three as recorded in Book 70 (Maps) page 49 at the Maricopa County Recorder's Office, Maricopa County, Arizona;thence South 89 degrees 35 minutes 15 seconds East (assumed bearing) along the monument line of said Paradise Paseo 82.96 feet;thence North 34 degrees 51 minutes 52 seconds East 101.08 feet;thence North 55 degrees 08 minutes 08 seconds West 36.00 feet to the TRUE POINT OF BEGINNING;thence South 34 degrees 51 minutes 52 seconds West 60.00 feet;thence North 55 degrees 08 minutes 08 seconds West 80.00 feet;thence North 34 degrees 51 minutes 52 seconds East 120.00 feet;thence South 55 degrees 08 minutes 08 seconds East 80.00 feet;thence South 34 degrees 51 minutes 52 seconds West 60.00 feet to the TRUE POINT OF BEGINNING; EXCEPT that part lying within the hereinabovedescribed Parcel Nos. 1 and 2.PARCEL NO. 5:Lots 8, 9 and 10, SHOEMAN TRACT, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, in Book 42 of Maps,page 31.PARCEL NO. 6:Lots 72, 73, 74 and the West half of Lot 71, CAMELBACK PARK PLAZA, according to the plat of record in the office of the County Recorder of MaricopaCounty, Arizona, in Book 86 of Maps, page 13.PARCEL NO. 7:That portion of the alley lying Southerly and adjacent to Lots 72, 73, 74 and the West half of Lot 71, CAMELBACK PARK PLAZA, according to the plat ofrecord in the office of the County Recorder of Maricopa County, Arizona0 in Book 86 of Maps, page 13, as abandoned by City of Scottsdale Resolution No.3207 recorded August 31, 1989 in Document No. 89-407767.EXHIBIT E-14-FIRST AMENDMENT TO AMENDED AND RESTATED LEASETHIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (this "First Amendment") is made and entered into as of the 30th day of July, 2015(the "Effective Date"), by and between STOCKDALE GALLERIA PROJECT OWNER, LLC, a Delaware limited liability company, as "Landlord", and YELPINC., a Delaware corporation, as "Tenant''.WITNESSETH:WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease dated April 1, 2015 (the "Lease"), for the lease of certain space(the "Original Premises") in the Building commonly known and described as Galleria Corporate Centre having an address of 4343 North Scottsdale Road,Scottsdale, Arizona 85251, which Original Premises currently consists of approximately 92,669 rentable square feet of floor area in the aggregate;WHEREAS, Tenant has requested that the following additional space be added to the Original Premises and that he Lease be appropriately amended:(A) Approximately 9,890 rentable square feet of floor area commonly known as a portion of Suite 355, as shown on Exhibit A attached hereto (the"Suite 355 Expansion Space");(B) Approximately 11,422 rentable square feet of floor area commonly known as Suite 345, as shown on Exhibit A attached hereto (the "Suite 345Expansion Space"). Tenant currently subleases the Suite 345 Expansion Space from the existing tenant thereof (such existing tenant's direct lease withLandlord being the "Existing Suite 345 Lease"); and(C) Approximately 14,008 rentable square feet of floor area commonly known as Suite 365, as shown on Exhibit A attached hereto (the "Suite 365Expansion Space").The Suite 355 Expansion Space, the Suite 345 Expansion Space and the Suite 365 Expansion Space are collectively referred to herein as the "Third FloorExpansion Space."WHEREAS, Landlord is willing to expand the Original Premises to include the Third Floor Expansion Space on the following terms and conditions; andWHEREAS, the parties desire to further modify the Lease as hereinafter set forth in this First Amendment.NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, the parties hereto agree as follows:1. Effective Date: Capitalized Terms. The terms and provisions of this First Amendment shall be effective on the date of this First Amendment. Allcapitalized terms used in this First Amendment, unless otherwise defined herein, shall have the same meanings given to them in the Lease.-1-2. Expansion.A. Suite 355 Expansion Space. Effective as of the Suite 355 Expansion Commencement Date (as defined below), the Premises, as defined in the Leaseand as may have been previously expanded pursuant to this Section 2, shall be increased by the addition of the Suite 355 Expansion Space. The term for theSuite 355 Expansion Space shall commence on the Suite 355 Expansion Commencement Date and be coterminous with the Term of the Lease, as the samemay be extended in accordance with the terms of the Lease. The Suite 355 Expansion Space is subject to all of the terms and conditions of the Lease, exceptas expressly modified herein, and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted withrespect to the Original Premises, except as expressly set forth herein. The "Suite 355 Expansion Commencement Date" shall mean August 1, 2015.Notwithstanding the foregoing , the Lease, as amended hereby, shall not be void, voidable or subject to termination, nor shall Landlord be liable to Tenantfor any loss or damage, resulting from Landlord's inability to deliver the Suite 355 Expansion Space to Tenant by such date: provided , however, that ifLandlord is unable to deliver possession of the Suite 355 Expansion Space to Tenant by August 1, 2015, for any reason whatsoever (other than as a result ofthe acts or omissions of Tenant or any of Tenant's employees, representatives, agents, contractors or invitees), then the Suite 355 Expansion CommencementDate shall be extended to the date that Landlord delivers possession of the Suite 355 Expansion Space to Tenant. In addition, if the Suite 355 ExpansionCommencement Date does not occur by September 1, 201 5, for any reason whatsoever, through no fault of Tenant (or any of Tenant's employees,representatives, agents, contractors or invitees), then the date Tenant is otherwise obligated to commence payment of Base Rent and Tenant's Share of ExcessOperating Costs and Tenant's Share of Excess Taxes with respect to the Suite 355 Expansion Space shall be delayed by one (1 ) day for each day that deliveryof possession of the Suite 355 Expansion Space in the condition required under this First Amendment is delayed beyond September 1, 2015 (but not laterthan October 1, 2015). If the Suite 355 Expansion Commencement Date does not occur by October 1, 2015, for any reason whatsoever, through no fault ofTenant (or any of Tenant's employees, representatives, agents, contractors or invitees), then the date Tenant is otherwise obligated to commence payment ofBase Rent and Tenant's Share of Excess Operating Costs and Tenant's Share of Excess Taxes with respect to the Suite 355 Expansion Space shall be delayedby two (2) days for each day that delivery of possession of the Suite 355 Expansion Space in the condition required under this First Amendment is delayedbeyond October 1, 201 5. Promptly following the Suite 355 Expansion Commencement Date, Landlord and Tenant shall each execute and deliver aCommencement Letter substantially in the form of Exhibit B attached hereto.B. Suite 345 Expansion Space. Effective as of the Suite 345 Expansion Commencement Date (as defined below) , the Premises, as defined in the Leaseand as may have been previously expanded pursuant to this Section 2, shall be increased by the addition of the Suite 345 Expansion Space. The term for theSuite 345 Expansion Space shall commence on the Suite 345 Expansion Commencement Date and be coterminous with the Term of the Lease, as the samemay be extended in accordance with the terms of the Lease. The Suite 345 Expansion Space is subject to all of the terms and conditions of the Lease, exceptas expressly modified herein, and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted withrespect to the Original Premises, except as expressly set forth herein. The "Suite 345 Expansion Commencement Date" shall mean the expiration or earliertermination of the Existing Suite 345 Lease, which is currently estimated to be on or about October 1, 2016. Notwithstanding the foregoing, the Lease, asamended hereby, shall not be void, voidable or subject to termination, nor shall Landlord be liable to Tenant for any loss or damage, resulting fromLandlord's inability to deliver the Suite 345 Expansion Space to Tenant by any particular date. Notwithstanding the foregoing, if the Suite 345 ExpansionCommencement Date does not occur by November 1, 2016, for any reason whatsoever, through no fault of Tenant (or any of Tenant's employees,representatives , agents, contractors or invitees), then the date Tenant is otherwise obligated to commence payment of Base Rent and Tenant's Share of ExcessOperating Costs and Tenant's Share of Excess Taxes with respect to the Suite 345 Expansion Space shall be delayed by one (1) day for each day that deliveryof possession of the Suite 345 Expansion Space in the condition required under this First Amendment is delayed beyond November 1 , 2016 (but not laterthan December 1, 201 6). If the Suite 345 Expansion Commencement Date does not occur by December 1, 2016; for any reason whatsoever, through no faultof Tenant (or any of Tenant's employees, representatives, agents, contractors or invitees), then the date Tenant is otherwise obligated to commence paymentof Base Rent and Tenant's Share of Excess Operating Costs and Tenant's Share of Excess Taxes with respect to the Suite 345 Expansion Space shall bedelayed by two (2) days for each day that delivery of possession of the Suite 345 Expansion Space in the condition required under this First Amendment isdelayed beyond December 1, 2016. Promptly following the Suite 345 Expansion Commencement Date, Landlord and Tenant shall each execute and deliver aCommencement Letter substantially in the form of Exhibit B attached hereto.-2-C. Suite 365 Expansion Space. Effective as of the Suite 365 Expansion Commencement Date (as defined below), the Premises, as defined in the Leaseand as may have been previously expanded pursuant to this Section 2, shall be increased by the addition of the Suite 365 Expansion Space. The term for theSuite 365 Expansion Space shall commence on the Suite 365 Expansion Commencement Date and be coterminous with the Term of the Lease, as the samemay be extended in accordance with the terms of the Lease. The Suite 365 Expansion Space is subject to all of the terms and conditions of the Lease, exceptas expressly modified herein, and except that Tenant shall not be entitled to receive any allowances , abatements or other financial concessions granted withrespect to the Original Premises, except as expressly set forth herein. The "Suite 365 Expansion Commencement Date" shall mean the date that Landlorddelivers possession of the Suite 365 Expansion Space to Tenant, which is currently estimated to be by the end of December, 2016 (provided that nothingherein shall limit Landlord from delivering possession of the Suite 365 Expansion Space to Tenant prior to such date). Notwithstanding the foregoing , theLease, as amended hereby, shall not be void, voidable or subject to termination, nor shall Landlord be liable to Tenant for any loss or damage, resulting fromLandlord's in ability to deliver the Suite 365 Expansion Space to Tenant by any particular date. Notwithstanding the foregoing , if the Suite 365 ExpansionCommencement Date does not occur by February 1, 2017, for any reason whatsoever, through no fault of Tenant (or any of Tenant's employees,representatives, agents, contractors or invitees), then the date Tenant is otherwise obligated to commence payment of Base Rent and Tenant's Share of ExcessOperating Costs and Tenant's Share of Excess Taxes with respect to the Suite 365 Expansion Space shall be delayed by one (1) day for each day that deliveryof possession of the Suite 365 Expansion Space in the condition required under this First Amendment is delayed beyond February 1, 2017. Promptlyfollowing the Suite 365 Expansion Commencement Date, Landlord and Tenant shall each execute and deliver a Commencement Letter substantially in theform of Exhibit B attached hereto.3. Base Rent.A Original Premises. Tenant shall continue to pay Base Rent with respect to the Original Premises in accordance with the terms and conditions of theLease.-3-B. Third Floor Expansion Space. Commencing on the Effective Date, the schedule of Base Rent for the Third Floor Expansion Space shall be asfollows, provided that Tenant shall not be obligated to pay Base Rent for any portion of the Third Floor Expansion Space until (i) the Suite 355 ExpansionCommencement Date with respect to the Suite 355 Expansion Space, (ii) the Suite 345 Expansion Commencement Date with respect to the Suite 345Expansion Space, and (iii) the date that is thirty (30) days after the Suite 365 Expansion Commencement Date, or the date Tenant commences operating forbusiness within the Suite 365 Expansion Space, if sooner (the "Suite 365 Rent Commencement Date"), with respect to the Suite 365 Expansion Space:PeriodAnnual Basic Rent Rateover Rentable Square Foot08/01/15-03/31/16$32.0004/01/16-03/31/17$33.0004/01/17-03/31/18$34.0004/01/18-03/31/19$35.0004/01/19-03/31/20$36.0004/01/20-03/31/21$37.00All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease, as amended hereby.4. Additional Rent.A. Original Premises. Tenant shall continue to pay Additional Rent with respect to the Original Premises in accordance with the terms and conditionsof the Lease.B. Third Floor Expansion Space. Commencing on each of the Suite 355 Expansion Commencement Date, the Suite 345 Expansion CommencementDate and the Suite 365 Rent Commencement Date, Tenant shall pay Additional Rent with respect to the Suite 355 Expansion Space, the Suite 345 ExpansionSpace and the Suite 365 Expansion Space, as applicable, as set forth in the Lease; provided, however, that:(i) Commencing on each of the Suite 355 Expansion Commencement Date, the Suite 345 Expansion Commencement Date and the Suite 365 RentCommencement Date, Tenant's Share shall be increased as a result of the expansion into the Suite 355 Expansion Space, the Suite 345 Expansion Space andthe Suite 365 Expansion Space, as applicable;(ii) The Base Year with respect to the entire Third Floor Expansion Space {regardless of the applicable commencement date) shall be calendar year2015; and(iii) Notwithstanding anything in Section 5.8 of the Lease to the contrary, Landlord agrees that in calculating Tenant's Share of Excess OperatingCosts pursuant to Article 5 of the Lease, that portion of Operating Costs which are controllable by Landlord (specifically excluding, without limitation,insurance premiums, taxes [including Taxes] and costs of utilities) will not increase more than five percent (5%) per year, compounded annually, over theamount of such controllable Operating Costs for calendar year 2015 with respect to the Third Floor Expansion Space (and such cap shall not reset in calendaryear 2016 with respect to the Third Floor Expansion Space as set forth in Section 5.8 of the Lease with respect to the Original Premises).-4-5. Condition.A. Original Premises. Tenant is in possession of the Original Premises and agrees to accept the same on the Effective Date "as is" without anyagreements, representations, understandings or obligations on the part of Landlord to perform or fund any alterations, repairs or improvements, except asexpressly set forth in the Lease.B. Suite 355 Expansion Space. Tenant agrees to accept possession of the Suite 355 Expansion Space on the Suite 355 Expansion CommencementDate "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform or fund any alterations, repairs orimprovements, except as expressly set forth in this First Amendment. Promptly following the Suite 355 Expansion Commencement Date, Landlord andTenant shall perform their respective obligations with respect to design and construction of any improvements to be constructed and installed in the Suite355 Expansion Space (the "SUITE 355 TENANT IMPROVEMENTS'') as provided in the Tenant Improvement Rider attached hereto and incorporated herein asExhibit C.C. Suite 345 Expansion Space. Tenant is in possession of the Suite 345 Expansion Space and agrees to accept the same on the Suite 345 ExpansionCommencement Date "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform or fund anyalterations, repairs or improvements, except as expressly set forth in this First Amendment. Promptly following the Suite 345 Expansion CommencementDate, Landlord and Tenant shall perform their respective obligations with respect to design and construction of any improvements to be constructed andinstalled in the Suite 345 Expansion Space (the "SUITE 345 TENANT IMPROVEMENTS") as provided in the Tenant Improvement Rider attached hereto andincorporated herein as Exhibit C.D. Suite 365 Expansion Space. Tenant agrees to accept possession of the Suite 365 Expansion Space on the Suite 365 Expansion CommencementDate "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform or fund any alterations, repairs orimprovements, except as expressly set forth in this First Amendment. Promptly following the Suite 365 Expansion Commencement Date, Landlord andTenant shall perform their respective obligations with respect to design and construction of any improvements to be constructed and installed in the Suite365 Expansion Space (the "SUITE 365 TENANT IMPROVEMENTS") as provided in the Tenant Improvement Rider attached hereto and incorporated herein asExhibit C.6. Parking.A. Original Premises. Tenant shall continue to license the number of parking spaces set forth in Section 17.2 of the Lease with respect to the OriginalPremises, in accordance with the terms and conditions of the Lease.-5-B. Third Floor Expansion Space. Commencing on each of the Suite 355 Expansion Commencement Date, the Suite 345 Expansion CommencementDate and the Suite 365 Expansion Commencement Date, Landlord shall license to Tenant an additional four (4) parking spaces per one thousand (1,000)rentable square feet of floor area contained within the Suite 355 Expansion Space (i.e., a total of thirty-nine (39) additional parking spaces), the Suite 345Expansion Space (i.e., a total of forty-five (45) additional parking spaces) and the Suite 365 Expansion Space (i.e., a total of fifty-six (56) additional parkingspaces), as applicable, all in accordance with the terms and conditions of the Lease. Such additional parking spaces shall be allocated by Landlord betweenreserved and unreserved parking spaces based on prevailing market allocations and subject to availability, and shall be licensed at a charge equal toprevailing market rates, all in accordance with the terms and conditions of the Lease.C. Parking Garage Expansion. As of the Effective Date, Landlord is contemplating expanding the existing parking garage serving the Building (the"Parking Garage Expansion"), without any obligation to do so. If Landlord elects to perform the Parking Garage Expansion, then during the performance ofthe Parking Garage Expansion, Landlord reserves the right (in its sole and absolute discretion) to temporarily relocate any parking spaces licensed by Tenantwith respect to the Original Premises or the Third Floor Expansion Space to an off-site lot selected by Landlord, and in the event such off-site lot is more thanthree (3) blocks from the Building, Landlord shall provide shuttle service from such off-site lot to the Building.7. Expansion. Landlord and Tenant acknowledge and agree that the Suite 345 Expansion Space is the same space as Suite 345 described in Section17.5(c)(i) of the Lease, and the Suite 365 Expansion Space is the same space as Suite 350 described in Section 17.S(c)(ii) of the Lease (notwithstanding theuse of different suite numbers). Accordingly, Section 17.5(c) of the Lease is hereby deleted in its entirety and of no further force and effect, and the terms ofthis First Amendment shall control with respect thereto.8. Brokers. Tenant represents that Tenant has dealt with no brokers in connection with this First Amendment, other than CBRE, Inc. ("Broker"), and thatinsofar as Tenant knows, no broker (other than Broker) negotiated or participated in negotiations of this First Amendment or is entitled to any commission inconnection therewith. Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims of brokers, finders or any like thirdparty (other than Broker) claiming any right to commission or compensation by or through acts of Tenant in connection herewith. Landlord shall defend,indemnify and hold harmless Tenant from and against any and all claims of brokers, finders or any like third party (other than Broker) claiming any right tocommission or compensation by or through acts of Landlord in connection herewith.9. Ratification: Conflict. Except as otherwise expressly modified in this First Amendment, the terms and conditions of the Lease are and shall remain infull force and effect. In the event of any conflict or inconsistency between the terms and provisions of the Lease and the terms and provisions of this FirstAmendment, the terms and provisions of this First Amendment shall govern and control.10. Counterparts. This First Amendment may be executed in any number of counterparts and the parties may deliver their respective signatures byelectronic mail or PDF transmission, all of which together shall be deemed to constitute one instrument, and each of which shall be deemed an original.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]-6-IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Lease as of the day and year first above written.LANDLORD:STOCKDALE GALLERIA PROJECT OWNER, LLC,a Delaware limited liability company By: Stockdale Galleria, LLC,a Delaware limited liability company,its sole member By: Stockdale Galleria Manager, LLC,a Delaware limited liability company,its Managing Member By: /s/ Steven YariName: Steven YariTitle: Authorized Signatory TENANT:YELP INC.,a Delaware corporation By:/s/ Rob Krolik Name: Rob Krolik Title: CFO-7-EXHIBIT ASITE PLAN OF THIRD FLOOR EXPANSION SPACEEXHIBIT A-1-EXHIBIT A-2-EXHIBIT BCOMMENCEMENT LETTER___, _____ 20__Yelp Inc.Yelp Inc.140 New Montgomery Street140 New Montgomery StreetSan Francisco, California 94105San Francisco, California 94105Attn: John LieuAttn: Legal DepartmentRe: [Suite 355 Expansion Space/Suite 345 Expansion Space/Suite 365 Expansion Space] Commencement Letter with respect to that certain FirstAmendment to Amended and Restated Lease dated July _____, 2015, by and between Stockdale Galleria Project Owner, LLC, as Landlord, and YelpInc. as TenantDear Tenant:In accordance with the terms and conditions of the above referenced First Amendment, Tenant hereby confirms that it has accepted possession of the[Suite 355 Expansion Space/Suite 345 Expansion Space/Suite 365 Expansion Space] and agrees as follows:The [Suite 355/Suite 345/Suite 365] Expansion Commencement Date is[The Suite 365 Rent Commencement Date is____________________________.]The schedule of Base Rent payable with respect to the [Suite 355 Expansion Space/Suite 345 Expansion Space/Suite 365 Expansion Space] is asfollows:Total MonthlyInstallments for EntireMonthly Installments forCurrent Premises[Suite 355 Expansion(including [Suite 355Annual BasicSpace/Suite 345ExpansionRent RateExpansionSpace/Suite 345OverSpace/Suite 365ExpansionRentableExpansion 365Space/Suite 365PeriodSquare FootSpace]Expansion Space]08/01/15-03/31/16$32.0004/01/16-03/31/17$33.0004/01/17-03/31/18$34.0004/01118-03/31/19$35.0004/01/19-03/31/20$36.0004/01/20-03/31/21$37.00Tenant's Share with respect to the [Suite 355 Expansion Space/Suite 345 Expansion Space/Suite 365 Expansion Space] is______%; and the totalTenant's Share for the entire current Premises (including the [Suite 355 Expansion Space/Suite 345 Expansion Space/Suite 365 Expansion Space])is______%.Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all three (3) copies of this CommencementLetter in the space provided and returning two (2) fully executed copies of the same to my attention.Sincerely, STOCKDALE GALLERIA PROJECT OWNER, LLC,a Delaware limited liability company By: Stockdale Galleria, LLC,a Delaware limited liability company,its sole member By: Stockdale Galleria Manager, LLC,a Delaware limited liability company,its Managing Member By:Name: Title: Agreed and Accepted: YELP INC.,a Delaware corporation By: Name: Title:EXHIBITS-2-EXHIBIT CTENANT IMPROVEMENT RIDER(THIRD FLOOR EXPANSION SPACE)(Tenant performs work with Allowance provided by Landlord)1. This Tenant Improvement Rider shall set forth the obligations of Landlord and Tenant with respect to the performance of the Suite 355 TenantImprovements, the Suite 345 Tenant Improvements and the Suite 365 Tenant Improvements (as applicable, the "Tenant Improvements"). The rightsset forth in this EXHIBIT C (including, without limitation, the right to receive the Suite 355 Construction Allowance, the Suite 345 ConstructionAllowance and the Suite 365 Construction Allowance (all as defined in Section 4 below)) shall be personal to Original Tenant (i.e., Yelp Inc.) or anAffiliate. Notwithstanding anything in the Lease, as amended hereby, or this EXHIBIT C to the contrary, the disbursement of the Suite 355Construction Allowance, the Suite 345 Construction Allowance and the Suite 365 Construction Allowance shall be subject to Original Tenant or anAffiliate, as applicable, not being in default under the Lease, as amended hereby, beyond all applicable notice and cure periods. In no event shall theSuite 355 Construction Allowance, the Suite 345 Construction Allowance or the Suite 365 Construction Allowance be used to prepare the Third FloorExpansion Space (or any portion thereof) for any subtenant, assignee or other transferee of Original Tenant except to an Affiliate. 2.Prior to commencing the applicable Tenant Improvements, Tenant shall deliver to Landlord plans and specifications reasonably acceptable toLandlord; names and addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; and evidenceof Builders Risk (aka Course of Construction) insurance and such other insurance as is required of Tenant in accordance with Section 10.1 of theLease. Tenant shall be responsible for insuring that all such persons procure and maintain insurance coverage against such risks, in such amounts asLandlord may reasonably require and with such companies as Landlord may reasonably approve, provided that such requirements do not exceed theinsurance requirements of similar landlords of similar buildings in the vicinity of the Project. Tenant shall be responsible for all elements of the plansfor the Tenant Improvements (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, theconfiguration of the premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of such plans shall in noevent relieve Tenant of the responsibility therefor. Landlord's approval of the contractors to perform the Tenant Improvements shall not beunreasonably withheld, conditioned or delayed. Landlord's approval of the general contractor to perform the Tenant Improvements shall not beconsidered to be unreasonably withheld if any such general contractor (a) does not have trade references reasonably acceptable to Landlord, (b) doesnot maintain insurance as required by Landlord, (c) does not have the ability to be bonded for the work in an amount reasonably satisfactory toLandlord, or (d) is not licensed as a contractor in the state and municipality in which the Building is located. Tenant shall not be required to removethe Tenant Improvements which are standard office improvements upon expiration or termination of the Term. However, Tenant shall remove all orpart of the Tenant Improvements which are non-standard office improvements prior to or upon expiration or termination of the Term, unless Tenant, atthe time Tenant requests Landlord's consent to the plans and specifications for such non-standard office improvements, requests in writing whetherLandlord will require Tenant to remove such non-standard office improvements on or before the expiration or sooner termination of the Lease, andLandlord responds to Tenant in writing stipulating that Tenant will not be required to so remove such non-standard office improvements on or beforethe expiration or sooner termination of the Lease.EXHIBIT C-1-3.Promptly after obtaining Landlord's approval of the plans for the applicable Tenant Improvements and before commencing construction of theapplicable Tenant Improvements, Tenant shall deliver to Landlord a reasonably detailed estimate of the cost of the applicable Tenant Improvementsand shall identify the amount (the "Excess Cost") equal to the difference between the amount of the total cost of the applicable Tenant Improvements(the "Total Cost") and the amount of the applicable Construction Allowance (as defined in Section 4 below). Tenant shall pay a percentage of eachamount requested by the Contractor or otherwise to be disbursed under this Tenant Improvement Rider, which percentage shall be equal to the ExcessCost divided by the amount of the Total Cost, and such payments by Tenant shall be a condition to Landlord's obligation to pay any amounts fromthe applicable Construction Allowance. 4.Provided Tenant is not in default beyond all applicable notice and cure periods, Landlord agrees to contribute the following toward the cost ofperforming the Tenant Improvements (as applicable, the "Construction Allowance"):A.Up to $148,350.00 (i.e., $15.00 per rentable square foot of the Suite 355 Expansion Space) (the "Suite 355 Construction Allowance") towardsthe Suite 355 Tenant Improvements only; B.Up to $57,110.00 (i.e., $5.00 per rentable square foot of the Suite 345 Expansion Space) (the "Suite 345 Construction Allowance") towards theSuite 345 Tenant Improvements only; and C.Up to $70,040.00 (i.e., $5.00 per rentable square foot of the Suite 365 Expansion Space) (the "Suite 365 Construction Allowance") towards theSuite 365 Tenant Improvements only. The Construction Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans forthe applicable Tenant Improvements and for hard costs in connection with the applicable Tenant Improvements. The Construction Allowance, less aten percent (10%) retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord's option, to the order ofthe general contractor that performs the applicable Tenant Improvements, in periodic disbursements within thirty (30} days after receipt of thefollowing documentation: (a) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702covering all work for which disbursement is to be made to a date specified therein; (b) a certification from an AIA architect substantially in the form ofthe Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; {c) contractor's,subcontractor's and material supplier's waivers of liens which shall cover all Tenant Improvements for which disbursement is being requested and allother statements and forms required for compliance with the mechanics' lien laws of the state in which the Premises is located, together with suchsupporting data as Landlord or Landlord's mortgagee may reasonably require; (d) a cost breakdown for each trade or subcontractor performing theTenant Improvements; (e) plans and specifications for the applicable Tenant Improvements (if routinely prepared for the particular applicable TenantImprovements for which disbursement is being requested), together with a certificate from an AIA architect that such plans and specifications complyin all material respects with all laws affecting the Building, Project and Premises (if applicable); (f) copies of all construction contracts for theapplicable Tenant Improvements, together with copies of all change orders, if any; and (g) a request to disburse from Tenant containing an approvalby Tenant of the work done, paid invoices and receipts showing payment in full of the Excess Cost {if any) by Tenant, and a good faith estimate ofthe cost to complete the applicable Tenant Improvements. Upon completion of the applicable Tenant Improvements, and prior to final disbursementof the applicable Construction Allowance, Tenant shall furnish Landlord with: (i) general contractor and architect's completion affidavits; (ii) full andfinal waivers of lien; (iii) receipted bills covering all labor and materials expended and used; (iv) as-built plans of the applicable TenantImprovements; (v) the certification of Tenant and its architect that the applicable Tenant Improvements have been installed in a good andworkmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances; and (vi) a certificate ofoccupancy for the Suite 355 Expansion Space, the Suite 345 Expansion Space or the Suite 365 Expansion Space, as applicable. In no event shalllandlord be required to disburse the Construction Allowance· more than one {1) time per month. Notwithstanding anything herein to the contrary,Landlord shall not be obligated to disburse any portion of the Construction Allowance during the continuance of an uncured default under the Lease,as amended hereby, and Landlord's obligation to disburse shall only resume when and if such default is cured.EXHIBIT C-2-5.In no event shall any portion of the Construction Allowance be used for the purchase of equipment, furniture or other items of personal property ofTenant. In the event Tenant does not submit to Landlord a written request for payment of the entire applicable Construction Allowance (together withall of the documents and certificates required for such payment) within six (6) months after the Suite 355 Expansion Commencement Date, the Suite345 Commencement Date or the Suite 365 Commencement Date; as applicable, any portion of the applicable Construction Allowance not disbursedto Tenant shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or otherconcession in connection therewith, except as set forth below, and that Tenant shall not be entitled to apply any remaining portion of the applicableConstruction Allowance to any other portion of the Third Floor Expansion Space. Tenant· shall be responsible for all applicable state sales or usetaxes, if any, payable in connection with the Tenant Improvements and/or Construction Allowance. 6.The Tenant Improvements shall be constructed in a good and workmanlike manner using Building standard materials or other new materials of equalor greater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Project, shall have theright to designate the time when the Tenant Improvements may be performed and to otherwise designate reasonable rules, regulations and proceduresfor the performance of work in the Project. The Tenant Improvements shall be subject to and shall comply with all insurance requirements, allapplicable codes, ordinances, laws and regulations, and the provisions of Section 7 of the Lease with respect to Alterations to the extent they do notconflict with the provisions of this Tenant Improvement Rider. 7.Tenant agrees to accept the Suite 355 Expansion Space, the Suite 345 Expansion Space and the Suite 365 Expansion Space in each of their "as-is"condition and configuration, without representation or warranty by Landlord or anyone acting on Landlord's behalf, it being agreed that Landlordshall not be required to perform any work or, except as provided above with respect to the applicable Construction Allowance, incur any costs inconnection with the construction or demolition of any improvements in the Suite 355 Expansion Space, the Suite 345 Expansion Space or the Suite365 Expansion Space; provided, however, that Suite 355 Expansion Space and the Suite 365 Expansion Space (but not the Suite 345 ExpansionSpace, since Tenant is the existing occupant of the Suite 345 Expansion Space as a subtenant under the Existing Suite 345 Lease), will be deliveredbroom clean with all Building systems providing service to the applicable space in good operating condition.EXHIBIT C-3-8.This Tenant Improvement Rider shall not be deemed applicable to any additional space added to the Original Premises or Third Floor ExpansionSpace at any time or from time to time, whether by any options under the Lease, as amended hereby, or otherwise, or to any portion of the OriginalPremises or the Third Floor Expansion Space or any additions to the Premises in the event of a renewal or extension of the original Term, whether byany options under the Lease, as amended hereby, or otherwise, unless expressly so provided in the lease, as amended hereby, or any amendment orsupplement to the Lease, as amended hereby. All capitalized terms used in this Tenant Improvement Rider but not defined herein shall have the samemeanings ascribed to such terms in the Lease, as amended hereby. 9.In the event that Landlord does not fund any installment of the Construction Allowance within forty-five (45) days following Tenant's satisfaction ofthe applicable conditions under this Tenant Improvement Rider for the disbursement of same and Tenant's delivery of all applicable items underSection 4 above, Tenant may give to Landlord (and any mortgagee to which Tenant has delivered a SNDA) a notice of such failure, which notice shallcontain the following phrase on page 1 of the notice in all capital letters and boldface type (or it shall not be deemed validly delivered to Landlord):"FINAL NOTICE: LANDLORD'S FAILURE TO DISBURSE THE [SUITE 355/SUITE 345/SUITE 365] CONSTRUCTION ALLOWANCEWITHIN THIRTY (30) DAYS SHALL ENTITLE TENANT TO OFFSET SUCH AMOUNT AGAINST RENT." If Landlord does not provide therequested Construction Allowance funds within thirty (30) days after Landlord's receipt of such notice, then Tenant shall be permitted to offset suchamount against the Base Rent due and owing hereunder together with interest at the Interest Rate on a monthly basis until the full amount of theapplicable installment of the applicable Construction Allowance has been recouped by Tenant; provided, however, that if Landlord notifies Tenantthat Landlord disputes Tenant's entitlement to the applicable Construction Allowance or such portion thereof, Tenant may not offset any amount onaccount thereof unless and until such dispute is finally resolved. If any such disputes regarding Tenant's entitlement to the applicable ConstructionAllowance are not resolved between the parties within thirty (30) days following such notice by Landlord, Tenant may proceed with its remedies atlaw or in equity.EXHIBIT C-4-SECOND AMENDMENT TO AMENDED AND RESTATED LEASETHIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE (this "SECOND AMENDMENT") is made and entered into as of the 22nd day ofApril, 2016 (the "EFFECTIVE DATE"), by and between STOCKDALE GALLERIA PROJECT OWNER, LLC, a Delaware limited liability company, as"Landlord", and YELP INC., a Delaware corporation, as "Tenant".WITNESSETH:WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease dated April 1, 2015 (the "Original Lease"), as amended by thatcertain First Amendment to Amended and Restated Lease dated July 30, 2015 (the "FIRST AMENDMENT"), that certain Commencement Letter with respect tothe Suite 355 Expansion Space (referred to therein as "Suite 360") dated August 26, 2015, that certain letter agreement dated September 24, 2015 (the "LetterAGREEMENT"), and that certain Commencement Letter with respect to the Suite 365 Expansion Space (referred to therein as "Suite 345") dated January 21,2016 (collectively, the "LEASE"), for the lease of certain space (the "EXISTING PREMISES") in the Building commonly known and described as GalleriaCorporate Centre having an address of 4343 North Scottsdale Road, Scottsdale, Arizona 85251, which Existing Premises currently consists of approximately116,567 rentable square feet of floor area in the aggregate, as follows:SuitesApproximate Size200, 220, 270, 280 & 29062,090 rentable square feet100, 105, 110, 115, 120 & 13030,579 rentable square feet355 (sometimes referred to as Suite 360)9,890 rentable square feet365 (sometimes referred to as Suite 345)14,008 rentable square feetWHEREAS, the Suite 345 Expansion Commencement Date (as defined in the First Amendment) has not yet occurred;WHEREAS, Tenant has requested that certain space in the Building containing approximately 30,008 rentable square feet of floor area commonly knownas Suite 260, as shown on EXHIBIT A attached hereto (the "SUITE 260 EXPANSION SPACE"), be added to the Existing Premises and that the Lease beappropriately amended;WHEREAS, the Suite 260 Expansion Space is currently occupied by an existing tenant (the "Existing Tenant"), whose lease of the Suite 260 ExpansionSpace (the "Existing Lease") is scheduled to expire on September 30, 2016;WHEREAS, Landlord is willing to expand the Existing Premises to include the Suite 260 Expansion Space on the following terms and conditions; andWHEREAS, the parties desire to further modify the Lease as hereinafter set forth in this Second Amendment.-1-NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, the parties hereto agree as follows:1. Effective Date: Capitalized Terms. The terms and provisions of this Second Amendment shall be effective on the date of this Second Amendment. Allcapitalized terms used in this Second Amendment, unless otherwise defined herein, shall have the same meanings given to them in the Lease.2. Expansion.A. Suite 260 Expansion Space: Suite 260 Term. Effective as of the date that is the later to occur of (i) the date that the Existing Tenant vacates theSuite 260 Expansion Space, and (ii) the date that the Existing Lease expires or is sooner terminated with respect to the Suite 260 Expansion Space (the "Suite260 Expansion Commencement Date"), the Premises, as defined in the Lease, shall be increased by the addition of the Suite 260 Expansion Space. The termfor the Suite 260 Expansion Space (the "SUITE 260 TERM") shall commence on the Suite 260 Expansion Commencement Date and shall continue untilSeptember 30, 2022 (and the Term of the Lease is hereby extended to September 30, 2022, with respect to the Suite 260 Expansion Space only), unless theLease, as amended hereby, is sooner terminated, subject to extension as set forth below. The Suite 260 Expansion Space is subject to all of the terms andconditions of the Lease, except as expressly modified herein, and except that Tenant shall not be entitled to receive any allowances, abatements or otherfinancial concessions granted with respect to the Existing Premises, except as expressly set forth herein. Further, the option to extend the Term of the Leaseset forth in Section 3.3 of the Original Lease shall not apply to the Suite 260 Expansion Space, unless Tenant elects, at the same time and in the ExerciseNotice delivered pursuant to Section 3.3(b) of the Original Lease, to extend the Term of the Lease with respect to the entire Premises leased by Tenant at suchtime (including, without limitation, the Suite 260 Expansion Space) for the Option Term, subject to the terms and conditions of Section 3.3 of the OriginalLease and this Section 2.A. If Tenant so elects to extend the Term of the Lease with respect to the entire Premises leased by Tenant at such time, (i) the Termof the Lease with respect to the entire Premises leased by Tenant at such time (less the Suite 260 Expansion Space) shall be extended for the Option Termcommencing as of the date immediately following the existing Expiration Date under the Lease with respect to the Existing Premises (i.e., the Option Termwith respect to the entire Premises leased by Tenant at such time (less the Suite 260 Expansion Space) shall be April 1, 2021, through March 31, 2026,inclusive), (ii) the Term of the Lease with respect to the Suite 260 Expansion Space shall be extended for the Option Term commencing as of the dateimmediately following the expiration of the Suite 260 Term (i.e., the Option Term with respect to the Suite 260 Expansion Space shall be October 1, 2022,through September 30, 2027, inclusive), and (iii) the annual Base Rent payable by Tenant during the applicable Option Term for the entire Premises leasedby Tenant at such time (less the Suite 260 Expansion Space) and the Suite 260 Expansion Space shall be the Option Base Rent as determined in accordancewith Section 3.3(a) of the Original Lease, which Option Base Rent shall be payable commencing as of the first (1st) day of the applicable Option Term (i.e.,commencing on April 1, 2021, with respect to the entire Premises leased by Tenant at such time (less the Suite 260 Expansion Space), and commencing onOctober 1, 2022, with respect to the Suite 260 Expansion Space). If Tenant does not elect to extend the Suite 260 Term in the Exercise Notice, then Tenantshall have no further right to extend the Suite 260 Term. Promptly following the Suite 260 Expansion Commencement Date, Landlord and Tenant shall eachexecute and deliver a Commencement Letter substantially in the form of Exhibit B attached hereto.-2-3. Base Rent.A. Existing Premises. Tenant shall continue to pay Base Rent with respect to the Existing Premises in accordance with the terms and conditions of theLease.B. Suite 260 Expansion Space. Commencing on the Suite 260 Expansion Commencement Date and continuing throughout the Suite 260 Term(subject to Section 2.A above , the schedule of Base Rent for the Suite 260 Expansion Space shall be as follows:PeriodSuite 260 ExpansionAnnual Basic Rent RateMonthly Installments forCommencement Date-per Rentable Square FootSuite 260 Expansion Space03/31/17$32.00$80,021.3304/01/17-03/31/18$33.00$82,522.0004/01/18-03/31/19$34.00$85,022.6704/01/19-03/31/20$35.00$87,523.3304/01/20-03/31/21$36.00$90,024.0004/01/21-03/31/22$37.00$92,524.6704/01/22-09/30/22$38.00$95,025.33All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease, as amended hereby.4. Additional Rent.A. Existing Premises. Tenant shall continue to pay Additional Rent with respect to the Existing Premises in accordance with the terms and conditionsof the Lease.B. Suite 260 Expansion Space. Commencing on the Suite 260 Expansion Commencement Date and continuing throughout the Suite 260 Term,Tenant shall pay Additional Rent with respect to the Suite 260 Expansion Space as set forth in the Lease; provided, however, that:(i) Tenant's Share shall be increased as a result of the expansion into the Suite 260 Expansion Space; and(ii) The Base Year with respect to the Suite 260 Expansion Space shall be calendar year 2016.5. Condition.A. Existing Premises. Tenant is in possession of the Existing Premises and agrees to accept the same on the Effective Date "as is" without anyagreements, representations, understandings or obligations on the part of Landlord to perform or fund any alterations, repairs or improvements, except asexpressly set forth in the Lease.-3-B. Suite 260 Expansion Space. Tenant agrees to accept possession of the Suite 260 Expansion Space on the Suite 260 Expansion CommencementDate "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform or fund any alterations, repairs orimprovements, except as expressly set forth in this Second Amendment. Promptly following the Suite 260 Expansion Commencement Date, Landlord andTenant shall perform their respective obligations with respect to design and construction of any improvements to be constructed and installed in the Suite260 Expansion Space (the "SUITE 260 TENANT IMPROVEMENTS") as provided in the Tenant Improvement Rider attached hereto and incorporated herein asExhibit C.6. Parking.A Existing Premises. Tenant shall continue to license the number of parking spaces set forth in Section 17.2 of the Original Lease and Section 6 of theFirst Amendment with respect to the Existing Premises, in accordance with the terms and conditions of the Lease.B. Suite 260 Expansion Space. Commencing on the Suite 260 Expansion Commencement Date and continuing throughout the Suite 260 Term,Landlord shall license to Tenant an additional four (4) parking spaces per one thousand (1,000) rentable square feet of floor area contained within the Suite260 Expansion Space (i.e., a total of one hundred twenty (120) additional parking spaces), all in accordance with the terms and conditions of the Lease. Suchadditional parking spaces shall be allocated by Landlord between reserved and unreserved parking spaces based on prevailing market allocations and subjectto availability, and shall be licensed at a charge equal to prevailing market rates, all in accordance with the terms and conditions of the Lease.C. Parking Garage Expansion. As of the Effective Date, Landlord is contemplating expanding the existing parking garage serving the Building (the"Parking Garage Expansion"), without any obligation to do so. If Landlord elects to perform the Parking Garage Expansion, then during the performance ofthe Parking Garage Expansion, Landlord reserves the right (in its sole and absolute discretion) to temporarily relocate any parking spaces licensed by Tenantwith respect to the Suite 260 Expansion Space to an off-site lot selected by Landlord, and in the event such off-site lot is more than three (3) blocks from theBuilding, Landlord shall provide shuttle service from such off-site lot to the Building.7. Original Construction Allowance. The second (2nd) sentence of Section 5 of EXHIBIT C to the Original Lease, as amended by the Letter Agreement, ishereby further revised to read as follows:"In the event Tenant does not submit to Landlord a written request for payment of the entire Construction Allowance (together with all of thedocuments and certificates required for such payment) by on or before February 1, 2017, any portion of the Construction Allowance not disbursed toTenant shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concessionin connection therewith, except as set forth below."-4-Nothing herein shall be deemed to modify the terms and conditions of the First Amendment, which will remain the same.8. Brokers. Tenant represents that Tenant has dealt with no brokers in connection with this Second Amendment, other than CBRE, Inc. ("BROKER"), andthat insofar as Tenant knows, no broker (other than Broker) negotiated or participated in negotiations of this Second Amendment or is entitled to anycommission in connection therewith. Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims of brokers, finders orany like third party (other than Broker) claiming any right to commission or compensation by or through acts of Tenant in connection herewith. Landlordshall defend, indemnify and hold harmless Tenant from and against any and all claims of brokers, finders or any like third party (other than Broker) claimingany right to commission or compensation by or through acts of Landlord in connection herewith.9. Ratification: Conflict. Except as otherwise expressly modified in this Second Amendment, the terms and conditions of the Lease are and shall remain infull force and effect. In the event of any conflict or inconsistency between the terms and provisions of the Lease and the terms and provisions of this SecondAmendment, the terms and provisions of this Second Amendment shall govern and control.10. Counterparts. This Second Amendment may be executed in any number of counterparts and the parties may deliver their respective signatures byelectronic mail or PDF transmission, all of which together shall be deemed to constitute one instrument, and each of which shall be deemed an original.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]-5-IN WITNESS WHEREOF, the parties have executed this Second Amendment to Amended and Restated Lease as of the day and year first above written.LANDLORD:STOCKDALE GALLERIA PROJECT OWNER, LLC,a Delaware limited liability company By: Stockdale Galleria, LLC,a Delaware limited liability company,its sole member By: Stockdale Galleria Manager, LLC,a Delaware limited liability company,its Managing Member By: /s/ Steven YariName: Steven YariTitle: Authorized Signatory TENANT:YELP INC.,a Delaware corporation By: /s/ Rob Krolik Name: Rob Krolik Title: CFO-6-EXHIBIT ASITE PLAN OF SUITE 260 EXPANSION SPACEEXHIBIT A-1-EXHIBIT BCOMMENCEMENT LETTER_____________ ,20____Yelp Inc.Yelp Inc.140 New Montgomery Street140 New Montgomery StreetSan Francisco, California 94105San Francisco, California 94105Attn: John LieuAttn: Legal DepartmentRe: Suite 260 Expansion Space Commencement Letter with respect to that certain Second Amendment to Amended and Restated Lease dated April __,2016, by and between Stockdale Galleria Project Owner, LLC, as Landlord, and Yelp Inc. as TenantDear Tenant:In accordance with the terms and conditions of the above referenced Second Amendment, Tenant hereby confirms that it has accepted possession of theSuite 260 Expansion Space and agrees as follows:The Suite 260 Expansion Commencement Date is __________________________The schedule of Base Rent payable with respect to the Suite 260 Expansion Space is as follows:Annual Basic Rent Rate perMonthly Installments forPeriodRentable Square FootSuite 260 Expansion Space/ / -03/31/17$32.00$80,021.3304/01/17-03/31/18$33.00$82,522.0004/01/18-03/31/19$34.00$85,022.6704/01/19-03/31/20$35.00$87,523.3304/01/20-03/31/21$36.00$90,024.0004/01/21-03/31/22$37.00$92,524.6704/01/22-09/30/22$38.00$95,025.33Tenant's Share with respect to the Suite 260 Expansion Space is ______%; and the total Tenant's Share for the entire current Premises (including the Suite260 Expansion Space) is ______%.Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all three (3) copies of this CommencementLetter in the space provided and returning two (2) fully executed copies of the same to my attention.EXHIBIT B-1-Sincerely, STOCKDALE GALLERIA PROJECT OWNER, LLC,a Delaware limited liability company By: Stockdale Galleria, LLC,a Delaware limited liability company,its sole member By: Stockdale Galleria Manager, LLC,a Delaware limited liability company,its Managing Member By:Name: Title: Agreed and Accepted: YELP INC.,a Delaware corporation By:Name: Title:EXHIBIT B-2-EXHIBIT CTENANT IMPROVEMENT RIDER(SUITE 260 EXPANSION SPACE)(Tenant performs work with Allowance provided by Landlord)1.This Tenant Improvement Rider shall set forth the obligations of Landlord and Tenant with respect to the performance of the Suite 260 TenantImprovements (sometimes also referred to herein as the "TENANT IMPROVEMENTS"). The rights set forth in this EXHIBIT C (including, withoutlimitation, the right to receive the Suite 260 Construction Allowance (as defined in Section 4 below)) shall be personal to Original Tenant (ie., YelpInc.) or an Affiliate. Notwithstanding anything in the Lease, as amended hereby, or this Exhibit C to the contrary, the disbursement of the Suite 260Construction Allowance shall be subject to Original Tenant or an Affiliate, as applicable, not being in default under the Lease, as amended hereby,beyond all applicable notice and cure periods. In no event shall the Suite 260 Construction Allowance be used to prepare the Suite 260 ExpansionSpace (or any portion thereof) for any subtenant, assignee or other transferee of Original Tenant except to an Affiliate. 2.Prior to commencing the Tenant Improvements, Tenant shall deliver to Landlord plans and specifications reasonably acceptable to Landlord; namesand addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; and evidence of Builders Risk(aka Course of Construction) insurance and such other insurance as is required of Tenant in accordance with Section 10.1 of the Original Lease.Tenant shall be responsible for insuring that all such persons procure and maintain insurance coverage against such risks, in such amounts asLandlord may reasonably require and with such companies as Landlord may reasonably approve, provided that such requirements do not exceed theinsurance requirements of similar landlords of similar buildings in the vicinity of the Project. Tenant shall be responsible for all elements of the plansfor the Tenant Improvements (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, theconfiguration of the premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of such plans shall in noevent relieve Tenant of the responsibility therefor. Landlord's approval of the contractors to perform the Tenant Improvements shall not beunreasonably withheld, conditioned or delayed. Landlord's approval of the general contractor to perform the Tenant Improvements shall not beconsidered to be unreasonably withheld if any such general contractor (a) does not have trade references reasonably acceptable to Landlord, (b) doesnot maintain insurance as required by Landlord, (c) does not have the ability to be bonded for the work in an amount reasonably satisfactory toLandlord, or (d) is not licensed as a contractor in the state and municipality in which the Building is located. Tenant shall not be required to removethe Tenant Improvements which are standard office improvements upon expiration or termination of the Term. However, Tenant shall remove all orpart of the Tenant Improvements which are non-standard office improvements prior to or upon expiration or termination of the Term, unless Tenant, atthe time Tenant requests Landlord's consent to the plans and specifications for such non-standard office improvements, requests in writing whetherLandlord will require Tenant to remove such non-standard office improvements on or before the expiration or sooner termination of the Lease, andLandlord responds to Tenant in writing stipulating that Tenant will not be required to so remove such non-standard office improvements on or beforethe expiration or sooner termination of the Lease.EXHIBIT C-1-3.Promptly after obtaining Landlord's approval of the plans for the Tenant Improvements and before commencing construction of the TenantImprovements, Tenant shall deliver to Landlord a reasonably detailed estimate of the cost of the Tenant Improvements and shall identify the amount(the "EXCESS COST") equal to the difference between the amount of the total cost of the Tenant Improvements (the "TOTAL COST") and the amount ofthe Construction Allowance (as defined in Section 4 below). Tenant shall pay a percentage of each amount requested by the Contractor or otherwiseto be disbursed under this Tenant Improvement Rider, which percentage shall be equal to the Excess Cost divided by the amount of the Total Cost,and such payments by Tenant shall be a condition to Landlord's obligation to pay any amounts from the Construction Allowance. 4.Provided Tenant is not in default beyond all applicable notice and cure periods, Landlord agrees to contribute the following toward the cost ofperforming the Tenant Improvements (sometimes also referred to herein as the "Construction Allowance"): A.Up to $450,120.00 (i.e., $15.00 per rentable square foot of the Suite 260 Expansion Space) (the "SUITE 260 CONSTRUCTION ALLOWANCE")towards the Suite 260 Tenant Improvements only. The Construction Allowance may only be used for the cost of preparing design and construction documents and mechanical and electricalplans for the Tenant Improvements and for hard costs in connection with the Tenant Improvements. The Construction Allowance, less a tenpercent (10%) retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord's option, to theorder of the general contractor that performs the Tenant Improvements, in periodic disbursements within thirty (30) days after receipt of thefollowing documentation: (a) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702covering all work for which disbursement is to be made to a date specified therein; (b) a certification from an AIA architect substantially inthe form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c)contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Tenant Improvements for which disbursement isbeing requested and all other statements and forms required for compliance with the mechanics' lien laws of the state in which thePremises is located, together with such supporting data as Landlord or Landlord's mortgagee may reasonably require; (d) a cost breakdownfor each trade or subcontractor performing the Tenant Improvements; (e) plans and specifications for the Tenant Improvements (if routinelyprepared for the particular Tenant Improvements for which disbursement is being requested), together with a certificate from an AIAarchitect that such plans and specifications comply in all material respects with all laws affecting the Building, Project and Premises (ifapplicable); (f) copies of all construction contracts for the Tenant Improvements, together with copies of all change orders, if any; and (g) arequest to disburse from Tenant containing an approval by Tenant of the work done, paid invoices and receipts showing payment in full ofthe Excess Cost (if any) by Tenant, and a good faith estimate of the cost to complete the Tenant Improvements. Upon completion of theTenant Improvements, and prior to final disbursement of the Construction Allowance, Tenant shall furnish Landlord with: (i) generalcontractor and architect's completion affidavits; (ii) full and final waivers of lien; (iii) receipted bills covering all labor and materials expendedand used; (iv) as-built plans of the Tenant Improvements; (v) the certification of Tenant and its architect that the Tenant Improvementshave been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws,codes and ordinances; and (vi) a certificate of occupancy for the Suite 260 Expansion Space. In no event shall Landlord be required todisburse the Construction Allowance more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall notbe obligated to disburse any portion of the Construction Allowance during the continuance of an uncured default under the Lease, asamended hereby, and Landlord's obligation to disburse shall only resume when and if such default is cured.EXHIBIT C-2-5.In no event shall any portion of the Construction Allowance be used for the purchase of equipment, furniture or other items of personal property ofTenant. In the event Tenant does not submit to Landlord a written request for payment of the entire Construction Allowance (together with all of thedocuments and certificates required for such payment) by February 1, 2017, any portion of the Construction Allowance not disbursed to Tenant shallaccrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connectiontherewith, except as set forth below, and that Tenant shall not be entitled to apply any remaining portion of the Construction Allowance to any otherportion of the Existing Premises or the Third Floor Expansion Space (as defined in the First Amendment). Tenant shall be responsible for allapplicable state sales or use taxes, if any, payable in connection with the Tenant Improvements and/or Construction Allowance. 6.The Tenant Improvements shall be constructed in a good and workmanlike manner using Building standard materials or other new materials of equalor greater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Project, shall have theright to designate the time when the Tenant Improvements may be performed and to otherwise designate reasonable rules, regulations and proceduresfor the performance of work in the Project. The Tenant Improvements shall be subject to and shall comply with all insurance requirements, allapplicable codes, ordinances, laws and regulations, and the provisions of Section 7 of the Original Lease with respect to Alterations to the extent theydo not conflict with the provisions of this Tenant Improvement Rider. 7.Tenant agrees to accept the Suite 260 Expansion Space in its "as-is" condition and configuration, without representation or warranty by Landlord oranyone acting on Landlord's behalf, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respectto the Construction Allowance, incur any costs in connection with the construction or demolition of any improvements in the Suite 260 ExpansionSpace. 8.This Tenant Improvement Rider shall not be deemed applicable to any additional space added to the Existing Premises or Third Floor ExpansionSpace at any time or from time to time, whether by any options under the Lease, as amended hereby, or otherwise, or to any portion of the ExistingPremises or the Third Floor Expansion Space or any additions to the Premises in the event of a renewal or extension of the original Term, whether byany options under the Lease, as amended hereby, or otherwise, unless expressly so provided in the Lease, as amended hereby, or any amendment orsupplement to the Lease, as amended hereby. All capitalized terms used in this Tenant Improvement Rider but not defined herein shall have the samemeanings ascribed to such terms in the Lease, as amended hereby.EXHIBIT C-3-9.In the event that Landlord does not fund any installment of the Construction Allowance within forty-five (45) days following Tenant's satisfaction ofthe applicable conditions under this Tenant Improvement Rider for the disbursement of same and Tenant's delivery of all applicable items underSection 4 above, Tenant may give to Landlord (and any mortgagee to which Tenant has delivered a SNDA) a notice of such failure, which notice shallcontain the following phrase on page 1 of the notice in all capital letters and boldface type (or it shall not be deemed validly delivered to Landlord):"FINAL NOTICE: LANDLORD'S FAILURE TO DISBURSE THE SUITE 260 CONSTRUCTION ALLOWANCE WITHIN THIRTY (30) DAYSSHALL ENTITLE TENANT TO OFFSET SUCH AMOUNT AGAINST RENT." If Landlord does not provide the requested ConstructionAllowance funds within thirty (30) days after Landlord's receipt of such notice, then Tenant shall be permitted to offset such amount against the BaseRent due and owing hereunder together with interest at the Interest Rate on a monthly basis until the full amount of the applicable installment of theConstruction Allowance has been recouped by Tenant; provided, however, that if Landlord notifies Tenant that Landlord disputes Tenant'sentitlement to the Construction Allowance or such portion thereof, Tenant may not offset any amount on account thereof unless and until suchdispute is finally resolved. If any such disputes regarding Tenant's entitlement to the Construction Allowance are not resolved between the partieswithin thirty (30) days following such notice by Landlord, Tenant may proceed with its remedies at law or in equity. 10.Notwithstanding anything in the Lease, as amended hereby, to the contrary, Tenant shall be entitled to apply any portion of the remainingConstruction Allowance (as defined in the Original Lease) (the "Original Construction Allowance") (specifically excluding any portion of the Suite355 Construction Allowance, the Suite 345 Construction Allowance or the Suite 365 Construction Allowance (all as defined the First Amendment)) tothe cost of the Suite 260 Tenant Improvements, provided that such use of the remaining Original Construction Allowance shall be subject to the termsand conditions of Sections 4, 5 and 9 of EXHIBIT C to the Original Lease, as amended by Section 7 of this Second Amendment. As of the date of thisSecond Amendment, Landlord and Tenant acknowledge and agree that $847,371.08 of the Original Construction Allowance has not yet beendisbursed to Tenant. Any portion of the Original Construction Allowance applied to the Suite 260 Tenant Improvements shall reduce the totalOriginal Construction Allowance available for the Tenant Improvements (as defined in the Original Lease). For the avoidance of doubt, in no eventshall Landlord be obligated to disburse more than the total Original Construction Allowance (in the aggregate) towards the Tenant Improvements (asdefined in the Original Lease) and the Suite 260 Tenant Improvements (as defined in this Second Amendment), and in no event shall the OriginalConstruction Allowance be applicable to any portion of the Third Floor Expansion Space (as defined in the First Amendment). Further, nothing hereinshall be deemed to modify the terms and conditions of the First Amendment, which will remain the same.EXHIBIT C-4-THIRD AMENDMENT TO AMENDED AND RESTATED LEASETHIS THIRD AMENDMENT TO AMENDED AND RESTATED LEASE (this ''Third Amendment"} is made and entered into as of the 22nd day of July,2016 (the "Effective Date"), by and between STOCKDALE GALLERIA PROJECT OWNER, LLC, a Delaware limited liability company, as "LANDLORD", andYELP INC., a Delaware corporation, as "Tenant".WITNESSETH:WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease dated April 1, 2015, as amended by that certain FirstAmendment to Amended and Restated Lease dated July 30, 2015 {the "First Amendment"), that certain Commencement Letter with respect to the Suite 355Expansion Space (referred to therein as "Suite 360") dated August 26, 2015, that certain letter agreement dated September 24, 2015, that certainCommencement Letter with respect to the Suite 365 Expansion Space (referred to therein as "Suite 345") dated January 21, 2016, and that certain SecondAmendment to Amended and Restated Lease undated in April, 2016 (the "Second Amendment", and collectively, the "Lease"), for the lease of certain space(the "Existing Premises") in the Building commonly known and described as Galleria Corporate Centre having an address of 4343 North Scottsdale Road,Scottsdale, Arizona 85251, which Existing Premises currently consists of approximately 116,567 rentable square feet of floor area in the aggregate, asfollows:SuitesApproximate Size200, 220, 270, 280 & 29062,090 rentable square feet100, 105, 110, 115, 120 & 13030,579 rentable square feet355 (sometimes referred to as Suite 360)9,890 rentable square feet365 {sometimes referred to as Suite 345)14,008 rentable square feetWHEREAS, pursuant to the First Amendment, the Existing Premises shall be expanded by the addition of that certain space in the Building containingapproximately 11,422 rentable square feet of floor area commonly known as Suite 345, as more particularly described in the First Amendment, on the termsand conditions set forth in the First Amendment;WHEREAS, the Suite 345 Expansion Commencement Date (as defined in the First Amendment) has not yet occurred;WHEREAS, pursuant to the Second Amendment, the Existing Premises shall be expanded by the addition of that certain space in the Building containingapproximately 30,008 rentable square feet of floor area commonly known as Suite 260, as more particularly described in the Second Amendment (the "Suite260 Expansion Space"), on the terms and conditions set forth in the Second Amendment;WHEREAS, the Suite 260 Expansion Commencement Date (as defined in the Second Amendment) has not yet occurred;-1-WHEREAS, Landlord and Tenant now desire to reconfigure the Suite 260 Expansion Space (which reconfiguration shall result in a net reduction in theSuite 260 Expansion Space of 21 rentable square feet), such that the Suite 260 Expansion Space shall consist of that certain space in the Building containingapproximately 29,987 rentable square feet of floor area, as shown on Exhibit A attached hereto, on the terms and conditions hereinafter set forth in this ThirdAmendment; andWHEREAS, the parties desire to further modify the Lease as hereinafter set forth in this Third Amendment.NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, the parties hereto agree as follows:1. Effective Date: Capitalized Terms. The terms and provisions of this Third Amendment shall be effective on the date of this Third Amendment. Allcapitalized terms used in this Third Amendment, unless otherwise defined herein, shall have the same meanings given to them in the Lease.2. Suite 260. Notwithstanding anything in the Lease to the contrary, effective as of the Effective Date set forth above, the Suite 260 Expansion Spaceshall be deemed to consist of approximately 29,987 rentable square feet of floor area, as shown on Exhibit A attached hereto, for all purposes of the Lease, asamended hereby. For the avoidance of doubt, Exhibit A attached to the Second Amendment is hereby deleted in its entirety and replaced with the EXHIBIT Aattached hereto. Notwithstanding anything in the Lease, as amended hereby, to the contrary, Landlord shall have the right to remeasure the rentable areaand/or usable area of the Suite 260 Expansion Space in accordance with the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMAZ65.1 - 2010 and accompanying guidelines. In the event that the rentable area and/or usable area of the Suite 260 Expansion Space shall increase or decreasedue to such remeasurement, then all amounts, percentages and figures appearing or referred to in the Lease, as amended hereby, based upon such rentable areaand/or usable area (including, without limitation, Base Rent, Tenant's Share, the Suite 260 Construction Allowance and Tenant's parking allotment) shall beadjusted in accordance with such determination.3. Base Rent. The schedule of Base Rent for the Suite 260 Expansion Space as set forth in Section 3.8 of the Second Amendment is hereby deleted in itsentirety and replaced with the following:PeriodMonthly : Installments forSuite 260 ExpansionAnnual Basic Rent RateSuite 260 Expansion SpaceCommencement Date-per Rentable Square Foot(Based on 29 987 RSF)03/31/17$32.00$79,965.3304/01/17-03/31/18$33.00$82,464.2504/01/18-03/31/19$34.00$84,963.1704/01/19-03/31/20$35.00$87,462.0804/01/20-03/31/21$36.00$89,961.0004/01/21-03/31/22$37.00$92,459.9204/01/22-09/30/22$38.00$94,958.83-2-4. Suite 260 Construction Allowance. Notwithstanding anything in the Second Amendment to the contrary, the Suite 260 Construction Allowance ishereby revised to be: "Up to $449,805.00 (i.e., $15.00 per rentable square foot of the Suite 260 Expansion Space, based on the Suite 260 Expansion Spacecontaining 29,987 rentable square feet of floor area)".5. Parking. Notwithstanding anything in the Second Amendment to the contrary, commencing on the Suite 260 Expansion Commencement Date andcontinuing throughout the Suite 260 Term (as defined in the Second Amendment), Landlord shall continue to license to Tenant an additional four (4}parking spaces per one thousand (1,000} rentable square feet of floor area contained within the Suite 260 Expansion Space (i.e., a total of one hundred twenty(120) additional parking spaces, based on the Suite 260 ·Expansion Space containing 29,987 rentable square feet of floor area), all in accordance with theterms and conditions of the Lease, as amended hereby.6. Brokers. Tenant represents that Tenant has dealt with no brokers in connection with this Third Amendment, other than CBRE, Inc. ("Broker"), and thatinsofar as Tenant knows, no broker (other than Broker) negotiated or participated in negotiations of this Third Amendment or is entitled to any commissionin connection therewith. Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims of brokers, finders or any like thirdparty {other than Broker} claiming any right to commission or compensation by or through acts of Tenant in connection herewith. Landlord shall defend,indemnify and hold harmless Tenant from and against any and all claims of brokers, finders or any like third party (other than Broker} claiming any right tocommission or compensation by or through acts of Landlord in connection herewith.7. Ratification; Conflict. Except as otherwise expressly modified in this Third Amendment, the terms and conditions of the Lease are and shall remain infull force and effect. In the event of any conflict or inconsistency between the terms and provisions of the Lease and the terms and provisions of this ThirdAmendment, the terms and provisions of this Third Amendment shall govern and control.8. Counterparts. This Third Amendment may be executed in any number of counterparts and the parties may deliver their respective signatures byelectronic mail or PDF transmission, all of which together shall be deemed to constitute one instrument, and each of which shall be deemed an original.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]-3-IN WITNESS WHEREOF, the parties have executed this Third Amendment to Amended and Restated Lease as of the day and year first above written.LANDLORD:STOCKDALE GALLERIA PROJECT OWNER, LLC,a Delaware limited liability company By: Stockdale Galleria, LLC,a Delaware limited liability company,its sole member By: Stockdale Galleria Manager, LLC,a Delaware limited liability company,its Managing Member By: /s/ Steven YariName: Steven YariTitle: Authorized Signatory TENANT:YELP INC.,a Delaware corporation By: /s/ Charles BakerName: Charles BakerTitle: Chief Financial Officer-4-EXHIBIT ASITE PLAN OF SUITE 260 EXPANSION SPACE(APPROXIMATELY 29.987 RSF)EXHIBIT A-1-Exhibit 10.25OFFICE LEASE140 NEW MONTGOMERY STREETSTOCKBRIDGE 138 NEW MONTGOMERY LLC,a Delaware limited liability company,as Landlord,andYELP INC.,a Delaware corporation,as Tenant. 140 NEW MONTGOMERY STREET [Yelp Inc.]TABLE OF CONTENTS Page ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS 4 ARTICLE 2 LEASE TERM; OPTION TERM; BENEFICIAL OCCUPANCY 7 ARTICLE 3 BASE RENT; ABATED BASE RENT 12 ARTICLE 4 ADDITIONAL RENT 12 ARTICLE 5 USE OF PREMISES 19 ARTICLE 6 SERVICES AND UTILITIES 20 ARTICLE 7 REPAIRS 22 ARTICLE 8 ADDITIONS AND ALTERATIONS 24 ARTICLE 9 COVENANT AGAINST LIENS 25 ARTICLE 10 INSURANCE 26 ARTICLE 11 DAMAGE AND DESTRUCTION 28 ARTICLE 12 NONWAIVER 29 ARTICLE 13 CONDEMNATION 30 ARTICLE 14 ASSIGNMENT AND SUBLETTING 30 ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES 34 ARTICLE 16 HOLDING OVER 34 ARTICLE 17 ESTOPPEL CERTIFICATES 35 ARTICLE 18 SUBORDINATION 35 ARTICLE 19 DEFAULTS; REMEDIES 36 ARTICLE 20 COVENANT OF QUIET ENJOYMENT 38 ARTICLE 21 LETTER OF CREDIT 38 ARTICLE 22 ROOFTOP SATELLITE DISH 43 ARTICLE 23 SIGNS 44 ARTICLE 24 COMPLIANCE WITH LAW 45 ARTICLE 25 LATE CHARGES 45 ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT 46 ARTICLE 27 ENTRY BY LANDLORD 46 ARTICLE 28 COMMUNICATIONS AND COMPUTER LINES 47 ARTICLE 29 MISCELLANEOUS PROVISIONS 47 The original of this Letter of Credit contains an embossed seal over the Authorized Signature 4 EXHIBITS A OUTLINE OF PREMISESB TENANT WORK LETTERC FORM OF NOTICE OF LEASE TERM DATESD RULES AND REGULATIONSE FORM OF TENANT’S ESTOPPEL CERTIFICATEF MARKET RENT ANALYSISG FORM OF LETTER OF CREDITH FORM OF SNDAAI TELECOMMUNICATIONS EQUIPMENT AREA 140 NEW MONTGOMERY STREET (i) [Yelp Inc.]INDEX Page(s) Abatement Event 37 Advocate Arbitrators. 8 Alterations 24 Applicable Laws 45 Arbitration Agreement 8 Base Rent 12 Base Taxes 17 Base Year 12 BOMA 5 Briefs 9 Brokers 52 Building 4 Building Common Areas 4 Building Hours 20 Common Areas 4 Contemplated Effective Date 32 Contemplated Transfer Space 32 Cosmetic Alterations 24 Cost Pools 17 Delivery Date 5 Direct Expenses 12 Eligibility Period 37 Embargoed Person 54 Estimate 17 Estimate Statement 17 Estimated Excess 17 Excess 17 Expansion Exercise Notice 5 Expansion Rent 6 Expansion Space 5 Expense Year 13 Force Majeure 49 Holidays 20 HVAC 20 Identification Requirements 47 Intention to Transfer Notice 32 Landlord 1 Landlord Parties 26 Landlord Repair Notice 28 Landlord’s Initial Statement 9 Landlord’s Rebuttal Statement 9 L-C 38 L-C Amount 38 Lease 1 Lease Commencement Date 7 Lease Concessions 10 Lease Expiration Date 7 Lease Term 7 Lease Year 7 Lines 47 List 54 Market Rent 7 Market Rent, 7 140 NEW MONTGOMERY STREET (ii) [Yelp Inc.] Page(s) Monthly Amortization Amount 10 Neutral Arbitrator 8 Nine Month Period 32 Notices 49 Objectionable Name 44 OFAC 54 Operating Expenses 13 Option Rent 7 Option Term 7 Option Term TI Allowance 1 Original Improvements 27 Original Tenant 5 Outside Agreement Date 8 Premises 4 Project 4 Proposition 13 16 Rebuttals 9 Renovations 53 rentable square feet 4 Ruling 9 Sign Specifications 44 Statement 17 Subject Space 30 Summary 1 Superior Holders 35 Tax Expenses 16 Tenant 1 Tenant Parties 26 Tenant Work Letter 4 Tenant’s Initial Statement 9 Tenant’s Rebuttal Statement 9 Tenant’s Security System 21 Tenant’s Share 17 Tenant’s Signage 44 Tenant’s Subleasing Costs 32 Termination Date 10 Termination Fee 10 Termination Notice 10 Transfer Notice 30 Transferee 30 Unamortized Value as of the Termination Date 10 usable square feet 4 140 NEW MONTGOMERY STREET (iii) [Yelp Inc.]140 NEW MONTGOMERY STREETOFFICE LEASEThis Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is madeby and between STOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company (“Landlord”), and YELP INC., a Delawarecorporation (“Tenant”).SUMMARY OF BASIC LEASE INFORMATION TERMS OF LEASE DESCRIPTION1. Date: May 9, 20122. Premises (Article 1). 2.1 Building: 140 New Montgomery StreetSan Francisco, California 94105containing 295,902 rentable square feet of space2.2 Premises: A total of 98,144 rentable square feet of space consisting of (i) 12,268rentable square feet of space consisting of the entire 5 floor of theBuilding and more commonly known as Suite 500; (ii) 12,268 rentablesquare feet of space consisting of the entire 6 floor of the Building andmore commonly known as Suite 600; (iii) 12,268 rentable square feet ofspace consisting of the entire 7 floor of the Building and morecommonly known as Suite 700; (iv) 12,268 rentable square feet of spaceconsisting of the entire 8 floor of the Building and more commonlyknown as Suite 800; (v) 12,268 rentable square feet of space consisting ofthe entire 9 floor of the Building and more commonly known as Suite900; (vi) 12,268 rentable square feet of space consisting of the entire 10floor of the Building and more commonly known as Suite 1000;(vii) 12,268 rentable square feet of space consisting of the entire 11 floorof the Building and more commonly known as Suite 1100; and(viii) 12,268 rentable square feet of space consisting of the entire 12floor of the Building and more commonly known as Suite 1200, as furtherset forth in Exhibit A to the Office Lease.3. Lease Term (Article 2). 3.1 Length of Term: Eight (8) years.3.2 Lease Commencement Date: October 1, 20133.3 Lease Expiration Date: September 30, 2021 140 NEW MONTGOMERY STREET [Yelp Inc.]thththththththth4.Base Rent (Article 3):Lease Year AnnualBase Rent MonthlyInstallmentof Base Rent Approximate AnnualRental Rateper RentableSquare Foot 1 $5,299,776.00 $441,648.00 $54.00 2 $5,458,769.28 $454,897.44 $55.62 3 $5,622,532.36 $468,544.36 $57.29 4 $5,791,208.33 $482,600.69 $59.01 5 $5,964,944.58 $497,078.71 $60.78 6 $6,143,892.92 $511,991.08 $62.60 7 $6,328,209.70 $527,350.81 $64.48 8 $6,518,056.00 $543,171.33 $66.41 5. Base Year (Article 4): Calendar year 2014.6. Tenant’s Share (Article 4): Approximately 33.17%.7. Permitted Use (Article 5): General office use and business oriented events thatare consistent with a first-class office building.8. Initial Letter of Credit (Article 21): $3,974,832.00.10. Address of Tenant (Section 29.18): Prior to Lease Commencement Date: Yelp Inc.706 Mission StreetSan Francisco, CA 94103Attention: John Lieu And 140 NEW MONTGOMERY STREET -2- [Yelp Inc.] Yelp Inc.706 Mission StreetSan Francisco, CA 94103Attention: General Counsel After Lease Commencement Date: Yelp Inc.140 New Montgomery Street, Suite 1200San Francisco, California 94105Attention: John Lieu And Yelp Inc.140 New Montgomery Street, Suite 1200San Francisco, California 94105Attention: General Counsel11. Address of Landlord (Section 29.18): See Section 29.18 of the Lease.12. Broker(s) (Section 29.24): CAC Group, Inc.255 California Street, 2 FloorSan Francisco, California 94111 And CBRE, Inc.101 California Street, 44 FloorSan Francisco, California 9411113. Tenant Improvement Allowance (Exhibit B): $5,888,640.00 (i.e., $60.00 per rentable square foot of the Premisesmultiplied by 98,144 rentable square feet). 140 NEW MONTGOMERY STREET -3- [Yelp Inc.]ndthARTICLE 1PREMISES, BUILDING, PROJECT, AND COMMON AREAS1.1 Premises, Building, Project and Common Areas.1.1.1 The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of theSummary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto. The parties hereto agree that the lease of the Premises is uponand subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep andperform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of suchperformance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the “Building,” asthat term is defined in Section 1.1.2, below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the constructionof the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.1.3, below, or the elements thereofor of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in theTenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), Landlord shall not be obligated to provide or pay for any improvement workor services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made anyrepresentation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for theconduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenantshall conclusively establish that the Premises and the Building were at such time in good and sanitary order, condition and repair.1.1.2 The Building and The Project. The Premises are a part of the building set forth in Section 2.1 of the Summary (the “Building”). TheBuilding is part of an office project currently known as “140 New Montgomery Street.” The term “Project,” as used in this Lease, shall mean (i) the Buildingand the Common Areas, (ii) the land (which is improved with landscaping, parking facilities and other improvements) upon which the Building and theCommon Areas are located, and (iii) at Landlord’s discretion, any additional real property, areas, land, buildings or other improvements added thereto outsideof the Project (collectively, “Additional Property”); provided, however, the addition of any such Additional Property shall not increase the Base Rentpayable by Tenant under the terms of this Lease or otherwise increase Tenants’ obligations (including Tenant’s obligations to pay Additional Rent) or reduceTenant’s rights under this Lease or interfere with Tenant’s access to and/or use of the Premises.1.1.3 Common Areas. Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and subject to the rules andregulations referred to in Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenantand any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its discretion, including certainareas designated for the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as the “CommonAreas”). The Common Areas shall consist of the “Project Common Areas” and the “Building Common Areas.” The term “Project Common Areas,” asused in this Lease, shall mean the portion of the Project designated as such by Landlord. The term “Building Common Areas,” as used in this Lease, shallmean the portions of the Common Areas located within the Building designated as such by Landlord. The manner in which the Common Areas aremaintained and operated shall be at the reasonable discretion of Landlord (but shall at least be consistent with the manner in which the common areas of the“Comparable Buildings,” as that term is defined in Section 4 of Exhibit F, attached hereto) and the use thereof shall be subject to such reasonable rules,regulations and restrictions as Landlord may make from time to time; provided, however, Landlord shall not enact any such rules and regulations intended todiscriminate against Tenant vis-à-vis the other tenants of the Building, and provided further that Tenant’s access to and use of the Premises for the PermittedUse is not materially affected. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of theProject and the Common Areas.1.2 Rentable Square Feet of Premises and Building. For purposes of this Lease, the “usable square feet” and “rentable square feet” in the Premisesand the Building, as the case may be, shall be calculated pursuant to Office Buildings: Methods of Measurement and Calculating Rentable Area – 2010, andits accompanying guidelines 140 NEW MONTGOMERY STREET [Yelp Inc.](“BOMA”), as interpreted for the Building by Landlord’s architect. Notwithstanding the foregoing, Landlord and Tenant hereby stipulate and agree that(i) the rentable area of the Building is as set forth in Section 2.1 of the Summary, and (ii) the rentable area of the Premises is as set forth in Section 2.2 of theSummary.1.3 Expansion Space. Landlord hereby grants to the originally named Tenant herein (“Original Tenant“), and any “Permitted Transferee,” as that termis defined in Section 14.8 of this Lease, below, the right to lease additional space in the Building upon the terms and conditions set forth in this Section 1.3and this Lease.1.3.1 Expansion Space/Delivery Periods. Original Tenant and any Permitted Transferee only (and not any other assignee, sublessee or“Transferee,” as that term is defined in Section 14.1, below, of Tenant’s interest in this Lease) shall have the right to lease the “Expansion Space,” as that termis defined below, at the times set forth in this Section 1.3.1, and in the manner as set forth in this Section 1.3. The term “Expansion Space,” as used in thisLease, shall refer, individually or collectively, as the context may require, to “Expansion Space 1,” “Expansion Space 2,” and “Expansion Space 3,”respectively, as those terms are defined below. The date upon which Landlord shall deliver any Expansion Space to Tenant shall be referred to as the“Delivery Date.” Expansion Space Delivery DateA. 12,268 rentable square feet of space consisting of the entire 4 floor of theBuilding and more commonly known as Suite 400 (“Expansion Space 1”). October 1, 2014B. 12,268 rentable square feet of space consisting of the entire 3 floor of theBuilding and more commonly known as Suite 300 (“Expansion Space 2”);provided, however, if Tenant does not exercise its right to lease ExpansionSpace 1 pursuant to the terms of this Section 1.3, then Expansion Space 2 shallbe, in lieu of the third (3) floor of the Building, the entire fourth (4) floor ofthe Building as more specifically described above as Expansion Space 1. October 1, 2015C. 12,268 rentable square feet of space consisting of the entire 2 floor of theBuilding and more commonly known as Suite 200 (“Expansion Space 3”);provided, however, if Tenant does not exercise its right to lease ExpansionSpace 1 and/or Expansion Space 2, pursuant to the terms of this Section 1.3 or1.4, above, as applicable, then, at Landlord’s option, Expansion Space 3 may, inlieu of the second (2) floor of the Building, be either (i) the entire fourth(4) floor of the Building as more specifically described above as ExpansionSpace 1, or (ii) the entire third (3) floor of the Building as more specificallydescribed above as Expansion Space 2. The fifth (5) anniversary of the Lease Commencement Date1.3.2 Method of Exercise. If Tenant desires to exercise Tenant’s option to lease an Expansion Space, then Tenant shall exercise such option bydelivering written notice thereof to Landlord (an “Expansion Exercise Notice“) on or before the date which is (i) twelve (12) months prior to the DeliveryDate with respect to Expansion Space 1 and Expansion Space 3, and (ii) eighteen (18) months prior to the Delivery Date with respect to Expansion Space 2.1.3.3 Delivery of Expansion Space.1.3.3.1 Delivery During the Delivery Period. Landlord shall deliver Expansion Space to Tenant on the Delivery Date applicable to suchExpansion Space. 140 NEW MONTGOMERY STREET -5- [Yelp Inc.]thrdrdthndndthrdth1.3.3.2 Delivery of Expansion Space 3. Tenant hereby acknowledges that Landlord shall have the right to lease Expansion Space 3 to athird party Tenant as long as such lease is not scheduled to expire after the Delivery Date applicable to Expansion Space 3. If Landlord is unable to deliverpossession of the Expansion Space 3 to Tenant on the applicable Delivery Date because a then-existing tenant is holding over is such space, then, provided,Landlord uses commercially reasonable efforts to evict such holdover tenant in a timely manner, Landlord shall not be subject to any liability for its failure todeliver the Expansion Space 3 to Tenant on the applicable Delivery Date, and such failure shall not affect the validity of this Lease or the obligations ofTenant hereunder; provided, however, if Landlord is unable to deliver the Expansion Space 3 to Tenant on or before the date that occurs ninety (90) daysfollowing the fifth (5) anniversary of the Lease Commencement Date (the “Expansion Space 3 Outside Date”), then Tenant shall receive one (1) day of rentabatement with respect to Expansion Space 3 for each day that occurs after the Expansion Space 3 Outside Date and before the date Landlord delivers theExpansion Space 3 to Tenant.1.3.4 Expansion Rent. The annual “Base Rent,” as that term is defined in Section 3.1 of this Lease, payable by Tenant for Expansion Spaceleased by Tenant (the “Expansion Rent“) shall be equal to (i) $51.50 with respect to Expansion Space 1, (ii) $53.05 with respect to Expansion Space 2, and(iii) $57.96 with respect to Expansion Space 3. The foregoing Base Rent amounts shall be increased by three percent (3%) on each anniversary of the“Expansion Space Commencement Date,” as that term is defined in Section 1.3.6 of this Lease, below, as applicable to each such Expansion Space. Withrespect to each Expansion Space leased by Tenant, Tenant shall also pay to Landlord Tenant’s Share of Direct Expenses pursuant to Article 4 of the Lease;provided that (a) Tenant’s Share with respect to each such Expansion Space shall be a percentage, which percentage shall be equal to a fraction, thenumerator of which is the rentable square feet of the applicable Expansion Space and the denominator of which is the rentable square feet of the Building,and (b) the Base Year with respect to each such Expansion Space shall be calendar year in which Landlord delivers each such Expansion Space to Tenant. Inaddition, in the event that Tenant exercises its right to lease particular Expansion Space, then (x) the “L-C Amount,” as that term is defined in Article 21 ofthis Lease, below, shall thereafter be increased by an amount equal to the product of (A) an amount equal to $40.50 for each rentable square foot in theapplicable Expansion Premises, and (B) a percentage, which may be expressed as a fraction, the numerator of which shall be the number of Base Rentpayments Tenant shall be required to make during the initial Lease Term with respect to the Expansion Premises, and denominator of which shall be ninety-six (96), and (y) Tenant shall deliver to Landlord, concurrently with Tenant’s execution of the applicable amendment to this Lease with respect to suchExpansion Space, an additional L-C which, when combined with the L-C then being held by Landlord totals the full L-C Amount then required underArticle 21 and this Section 1.3.1.3.5 Construction in Expansion Space. Tenant shall accept the Expansion Space in its then existing “as is” condition. The construction ofimprovements in the Expansion Space shall comply with the terms of Article 8, below; provided, however, with respect to Expansion Space 1 and ExpansionSpace 2, (A) the delivery condition of the Expansion Space shall be consistent with the delivery condition of the Premises, as set forth in Section 1.2.2 of theTenant Work Letter, subject to any changes required by Applicable Law, and (B) Tenant shall receive an improvement allowance (which shall be disbursedby Landlord pursuant to Landlord’s normal disbursement process for the Building), in an amount equal to the product of (i) $60.00, and (ii) a fraction, thenumerator of which shall be the number of monthly Base Rent payments to be made by Tenant with respect to the Expansion Space 1 and Expansion Space 2during the initial Lease Term, and the denominator of which shall be ninety-six (96). Expansion Space 3 shall be delivered to Tenant in its then-existing “asis” condition and Tenant shall not receive an improvement allowance with respect to Expansion Space 3; provided, however, the Expansion Space 3 shall bedelivered with an HVAC room, which HVAC room shall include an air handling unit, consistent with the existing HVAC room and air handling unit.1.3.6 Amendment to Lease. If Tenant timely exercises its right to lease Expansion Space as set forth herein, then, within fifteen (15) daysthereafter, Landlord and Tenant shall execute an amendment adding such Expansion Space to this Lease upon the same terms and conditions as the initialPremises, except as otherwise set forth in this Section 1.3, and provided that the terms of the Tenant Work Letter (except with respect to the deliverycondition, as set forth in Section 1.3.5, above), and Section 3.2 of this Lease shall not apply with respect to the Expansion Space. The rentable square footageof such Expansion Space shall be as set forth in Section 1.3.1, above. Tenant shall commence payment of the Expansion Rent to Landlord and the term of theExpansion Space shall commence upon that date (the “Expansion Space Commencement Date”) upon which Landlord delivers the Expansion Space toTenant. The lease term of the Expansion Space shall expire on the Lease Expiration Date. 140 NEW MONTGOMERY STREET -6- [Yelp Inc.]th1.3.7 No Defaults. The rights contained in this Section 1.3 shall be personal to Original Tenant and any Permitted Transferee, may only beexercised by Original Tenant or a Permitted Transferee (and not any other assignee, sublessee or Transferee, of Tenant’s interest in this Lease) if the Leasethen remains in full force and effect and if Original Tenant or Permitted Transferee, as the case may be, occupies at least seventy-five percent (75%) of thePremises. Tenant shall not have the right to lease Expansion Space as provided in this Section 1.3 if, as of the date of the attempted exercise of the expansionoption by Tenant, or as of the scheduled date of delivery of such Expansion Space to Tenant, an “Option Nullification Default,” as that term is defined below,has occurred under this Lease and such default then remains uncured. As used in this Lease, an “Option Nullification Default” shall mean (A) Tenant is inmonetary default under the terms of this Lease, beyond any applicable period of notice and cure expressly set forth in this Lease, or (B) Tenant is in materialnon-monetary default under this Lease, beyond any applicable period of notice and cure expressly set forth in this Lease.ARTICLE 2LEASE TERM; OPTION TERM; BENEFICIAL OCCUPANCY2.1 Lease Term. The terms and provisions of this Lease shall be effective as of the date of this Lease. The term of this Lease (the “Lease Term”) shallbe as set forth in Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the “Lease Commencement Date”), andshall terminate on the date set forth in Section 3.3 of the Summary (the “Lease Expiration Date”) unless this Lease is sooner terminated as hereinafterprovided. For purposes of this Lease, the term “Lease Year” shall mean each consecutive twelve (12) month period during the Lease Term. Subject to theterms of Section 2.5, below, if Landlord is unable for any reason to deliver possession of the Premises to Tenant on any specific date, then Landlord shall notbe subject to any liability for its failure to do so, and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder. At any timeduring the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C, attached hereto, as a confirmation only of theinformation set forth therein, which Tenant shall execute and return to Landlord within fifteen (15) business days of receipt thereof.2.2 Option Term.2.2.1 Option Right. Landlord hereby grants to the Original Tenant, one (1) option to extend the Lease Term for a period of five (5) years (the“Option Term”). The option to extend shall be exercisable only by notice delivered by Tenant to Landlord as provided in Section 2.2.3, below, providedthat, as of the date of delivery of such notice, an Option Nullification Default has not occurred under this Lease and then remains uncured. Upon the properexercise of the option to extend, and provided that, at Landlord’s option, as of the end of the initial Lease Term, an Option Nullification Default has notoccurred under this Lease and then remains uncured, the Lease Term shall be extended for a period of five (5) years. The rights contained in this Section 2.2shall be personal to the Original Tenant and any Permitted Transferee and may only be exercised by the Original Tenant or a Permitted Transferee (and notany other assignee or sublessee or Transferee of Tenant’s interest in this Lease) if the Original Tenant or a Permitted Transferee, as the case may be, occupiesat least seventy-five percent (75%) of the Premises. In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance withthe terms of this Section 2.2, then the option to extend granted to Tenant pursuant to the terms of this Section 2.2 shall automatically terminate and shall beof no further force or effect.2.2.2 Option Rent. The Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Market Rent,” as that term isdefined in Exhibit F, attached hereto, as such Market Rent is determined pursuant to Exhibit F, attached hereto. The calculation of the “Market Rent” shallbe derived from a review of, and comparison to, the “Net Equivalent Lease Rates” of the “Comparable Transactions,” as provided for in Exhibit F, and,thereafter, the Market Rent shall be stated as a “Net Equivalent Lease Rate” for the Option Term.2.2.3 Exercise of Option. The option contained in this Section 2.2 shall be exercised by Tenant, if at all, and only in the following manner:(i) Tenant shall deliver written notice (the “Option Interest Notice”) to Landlord not more than fifteen (15) months nor less than twelve (12) months prior tothe expiration of the initial Lease Term, stating that Tenant is interested in exercising its option; (ii) Landlord shall, within thirty (30) days followingLandlord’s receipt of the Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant setting forth the Option Rent; and (iii) if Tenant wishesto exercise such option, Tenant shall, on or before the date occurring thirty (30) 140 NEW MONTGOMERY STREET -7- [Yelp Inc.]days after Tenant’s receipt of the Option Rent Notice, deliver written notice thereof to Landlord, and upon, and concurrent with, such exercise, Tenant may, atits option, accept or reject the Option Rent set forth in the Option Rent Notice. If Tenant exercises its option to extend the Lease but fails to accept or rejectthe Option Rent set forth in the Option Rent Notice, then Tenant shall be deemed to have accepted the Option Rent set forth in the Option Rent Notice.2.2.4 Determination of Option Rent. In the event Tenant timely and appropriately exercises its option to extend the Lease but rejects the OptionRent set forth in the Option Rent Notice pursuant to Section 2.2.3, above, then Landlord and Tenant shall attempt to agree upon the Option Rent using theirbest good-faith efforts. If Landlord and Tenant fail to reach agreement upon the Option Rent applicable to the Option Term on or before the date that isninety (90) days prior to the expiration of the initial Lease Term (the “Outside Agreement Date“), then the Option Rent shall be determined by arbitration asrequired pursuant to the terms of this Section 2.2.4, and each party shall thereafter make a separate determination of the Option Rent, within five (5) businessdays following the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 2.2.4.1 through 2.2.4.4,below.2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a MAI appraiser or a real estate broker whoshall have been active over the ten (10) year period ending on the date of such appointment in the appraising and/or leasing of first class office properties inthe vicinity of the Building. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted OptionRent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.2.2 of this Lease. Each sucharbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators priorto appointment and may select an arbitrator who is favorable to their respective positions (including an arbitrator who has previously represented Landlordand/or Tenant, as applicable). The arbitrators so selected by Landlord and Tenant shall be deemed “Advocate Arbitrators.” The Advocate Arbitrators shallsubmit their determinations of Market Rent to both parties within fifteen (15) days after their selection. If the difference between the Market Rents submittedby the two (2) Advocate Arbitrators, based on the aggregate economic payments during the Option Term, as reasonably estimated using the “Net EquivalentLease Rate” approach set forth on Exhibit F in order to allow an apples-to-apples comparison of the two submitted Market Rents, is five percent (5%) or lessof the higher Net Equivalent Lease Rate, then the average between the two (2) determinations shall be the Option Rent for the Premises.2.2.4.2 If the difference between the Market Rents submitted by the two (2) Advocate Arbitrators is greater than five percent (5%) (basedon the Market Rent comparison method set forth in Section 2.2.4.1, above), then the two Advocate Arbitrators so appointed shall be specifically requiredpursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator to agree upon and appoint athird arbitrator (“Neutral Arbitrator”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitratorsexcept that (i) neither the Landlord or Tenant or either parties’ Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior orsubsequent to his or her appearance, and (ii) the Neutral Arbitrator cannot be someone who has represented Landlord and/or Tenant during the five (5) yearperiod prior to such appointment. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’scounsel.2.2.4.3 Within ten (10) business days following the appointment of the Arbitrator, Landlord and Tenant shall enter into an arbitrationagreement (the “Arbitration Agreement”) which shall set forth the following:2.2.4.3.1 Each of Landlord’s and Tenant’s best and final and binding determination of the Option Rent exchanged by the partiespursuant to Section 2.2.4, above;2.2.4.3.2 An agreement to be signed by the Neutral Arbitrator, the form of which agreement shall be attached as an exhibit to theArbitration Agreement, whereby the Neutral Arbitrator shall agree to undertake the arbitration and render a decision in accordance with the terms of thisLease, as modified by the Arbitration Agreement, and shall require the Neutral Arbitrator to demonstrate to the reasonable satisfaction of the parties that theNeutral Arbitrator has no conflicts of interest with either Landlord or Tenant;2.2.4.3.3 Instructions to be followed by the Neutral Arbitrator when conducting such arbitration; 140 NEW MONTGOMERY STREET -8- [Yelp Inc.]2.2.4.3.4 That Landlord and Tenant shall each have the right to submit to the Neutral Arbitrator (with a copy to the other party), onor before the date that occurs fifteen (15) days following the appointment of the Neutral Arbitrator, an advocate statement (and any other information suchparty deems relevant) prepared by or on behalf of Landlord or Tenant, as the case may be, in support of Landlord’s or Tenant’s respective determination ofOption Rent (the “Briefs”);2.2.4.3.5 That within five (5) business days following the exchange of Briefs, Landlord and Tenant shall each have the right toprovide the Neutral Arbitrator (with a copy to the other party) with a written rebuttal to the other party’s Brief (the “Rebuttals”); provided, however, suchRebuttals shall be limited to the facts and arguments raised in the other party’s Brief and shall identify clearly which argument or fact of the other party’sBrief is intended to be rebutted;2.2.4.3.6 The date, time and location of the arbitration, which shall be mutually and reasonably agreed upon by Landlord andTenant, taking into consideration the schedules of the Neutral Arbitrator, the Advocate Arbitrators, Landlord and Tenant, and each party’s applicableconsultants, which date shall in any event be within forty-five (45) days following the appointment of the Neutral Arbitrator;2.2.4.3.8 That no discovery shall take place in connection with the arbitration, other than to verify the factual information that ispresented by Landlord or Tenant;2.2.4.3.9 That the Neutral Arbitrator shall not be allowed to undertake an independent investigation or consider any factualinformation other than presented by Landlord or Tenant, except that the Neutral Arbitrator shall be permitted to visit the Project and the buildings containingthe Comparable Transactions;2.2.4.3.10 The specific persons that shall be allowed to attend the arbitration;2.2.4.3.11 Tenant shall have the right to present oral arguments to the Neutral Arbitrator at the arbitration for a period of time notto exceed two (2) hours (“Tenant’s Initial Statement”);2.2.4.3.12 Following Tenant’s Initial Statement, Landlord shall have the right to present oral arguments to the Neutral Arbitrator atthe arbitration for a period of time not to exceed two (2) hours (“Landlord’s Initial Statement”);2.2.4.3.13 Following Landlord’s Initial Statement, Tenant shall have up to one (1) additional hour to present additional argumentsand/or to rebut the arguments of Landlord (“Tenant’s Rebuttal Statement”);2.2.4.3.14 Following Tenant’s Rebuttal Statement, Landlord shall have up to one (1) additional hour to present additionalarguments and/or to rebut the arguments of Tenant (“Landlord’s Rebuttal Statement”);2.2.4.3.15 That, not later than ten (10) days after the date of the arbitration, the Neutral Arbitrator shall render a decision (the“Ruling”) indicating whether Landlord’s or Tenant’s submitted Option Rent is closer to the Option Rent;2.2.4.3.16 That following notification of the Ruling, Landlord’s or Tenant’s submitted Option Rent determination, whichever isselected by the Neutral Arbitrator as being closer to the Option Rent shall become the then applicable Option Rent; and2.2.4.3.17 That the decision of the Neutral Arbitrator shall be binding on Landlord and Tenant.If a date by which an event described in Section 2.2.4.3, above, is to occur falls on a weekend or a holiday, the date shall be deemed to be thenext business day. 140 NEW MONTGOMERY STREET -9- [Yelp Inc.]2.2.4.4 In the event that the Option Rent shall not have been determined pursuant to the terms hereof prior to the commencement of theOption Term, Tenant shall be required to pay the Option Rent, initially provided by Landlord to Tenant, and upon the final determination of the OptionRent, the payments made by Tenant shall be reconciled with the actual amounts due, and the appropriate party shall make any corresponding payment to theother party.2.3 Beneficial Occupancy. Tenant shall have the right to occupy the Premises prior to the Lease Commencement Date, provided that (A) Tenant shallgive Landlord at least ten (10) days’ prior notice of any such occupancy of the Premises, (B) a temporary certificate of occupancy, or its equivalent, shall havebeen issued by the appropriate governmental authorities for the Premises, and (C) all of the terms and conditions of the Lease shall apply, other than Tenant’sobligation to pay “Base Rent,” as that term is defined in Article 3 below, and “Tenant’s Share” of the “Direct Expenses,” as those terms are defined in Article4, below, as though the Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence ofthe same pursuant to the terms of the second sentence of Section 2.1).2.4 Partial Termination Right.2.4.1 Exercise of Partial Termination Right. Tenant shall have the right to terminate and cancel this Lease, effective anytime after fifth(5) Lease Year, with respect to either (A) one (1) entire floor of the Premises, which must be either the highest floor leased by Tenant in the Building or thelowest floor leased by Tenant in the Building, or (B) two (2) contiguous entire floors of the Premises, one of which must be either the highest floor leased byTenant in the Building or the lowest floor leased by Tenant in the Building (as applicable, the “Terminated Space”), provided that, not later than twelve (12)months prior to the “Termination Date,” as that term is defined below, Landlord receives written notice from Tenant (the “Termination Notice”) that Tenantintends to terminate this Lease pursuant to the terms of this Section 2.4, which Termination Notice shall set forth the Terminated Space and the date uponwhich this Lease shall terminate (the “Termination Date”) with respect to the Terminated Space, which Termination Date shall in no event occur prior to theend of the fifth (5) Lease Year. Upon Tenant’s delivery of the Termination Notice to Landlord, all of Tenant’s rights under Section 1.3 (with respect to theExpansion Space), shall automatically terminate and be of no further force. On or before the Termination Date, Tenant shall pay to Landlord cash in theamount of the “Termination Fee,” as that term is defined below, as consideration for such early termination of the Terminated Space. As used in this Lease,the “Termination Fee” shall equal to the sum of (1) the aggregate amount of “Base Rent,” as that term is defined in Article 3, below, which would otherwisebe due and owing by Tenant (as if this Lease had not been terminated by Tenant pursuant to this Section 2.4) for the for the three (3) calendar monthimmediately following the Termination Date, and (2) the “Unamortized Value as of the Termination Date,” as that term is defined below, of the “LeaseConcessions,” as that term is defined below, with respect to the Terminated Space. If Tenant fails to pay the Termination Fee to Landlord on or before theTermination Date, then Landlord may deliver written notice of such failure to Tenant, and if Tenant fails to pay the Termination Fee to Landlord within five(5) business days following Tenant’s receipt of such notice from Landlord, then, at Landlord’s option, the Termination Notice shall be null and void and ofno force or effect. As used in this Lease, the “Lease Concessions” shall be equal to the sum of: (A) the amount of the Tenant Improvement Allowanceexpended by Landlord in connection with the Terminated Space and not reimbursed by Tenant; and (B) the amount of all real estate commissions paid toTenant or any broker or brokerage company in connection with the Terminated Space. As used in this Lease, the “Unamortized Value as of the TerminationDate” of the applicable Lease Concessions shall be equal to the present value as of the Termination Date of the right to receive an annuity of monthlypayments equal to the applicable “Monthly Amortization Amount,” as determined below, on the first day of each month for the remaining Lease Termfollowing the Termination Date, such present value to be determined using a discount factor equal to the future value interest factor described in item (2),below. As used in this Lease, the “Monthly Amortization Amount” shall be determined in connection with the calculation of a missing component of anannuity, using: (1) the amount of the applicable Lease Concessions as the present value of such annuity; (2) the “Interest Rate,” as that term is defined inArticle 25 of this Lease, below, as the future value interest factor; (3) the number of months in the Lease Term as the number of monthly payments of theannuity; and (4) the Monthly Amortization Amount (the missing component) as the monthly payment amount under the annuity.2.4.2 Termination of Lease. Provided that Tenant timely elects to terminate this Lease with respect to the Terminated Space in accordance withSection 2.4.1, above, this Lease shall automatically terminate and be of no further force or effect with respect to the Terminated Space, and Landlord andTenant shall be relieved of their respective obligations under this Lease, as of the Termination Date, with respect to the Terminated Space, except with 140 NEW MONTGOMERY STREET -10- [Yelp Inc.]ththrespect to those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease, including, without limitation,the payment by Tenant of all amounts owed by Tenant under this Lease. The termination right contained in this Section 2.4 shall be personal to the OriginalTenant and any Permitted Transferee, and may only be exercised by Original Tenant or a Permitted Transferee (and not by any other assignee, sublessee orTransferee) if Original Tenant or Permitted Transferee, as the case may be, occupies the entire Premises.2.4.3 No Tenant Default. Notwithstanding anything to the contrary contained in this Section 2.4, Tenant shall have no right to exercise thetermination right set forth in this Section 2.4 if (i) an Option Nullification Default has occurred under this Lease and remains uncured as of the date ofTenant’s delivery to Landlord of the Termination Notice or, at Landlord’s option, at any time prior to the Termination Date, or (ii)Tenant has exercised itsright to extend the Lease pursuant to Section 2.2, above. If an Option Nullification Default occurs under this Lease following Tenant’s delivery to Landlordof the Termination Notice but prior to the Termination Date, then, at Landlord’s option, the Termination Notice shall be null and void and of no further forceor effect.2.5 Late Delivery of Premises. Landlord shall use commercially reasonable, good faith efforts to cause the “TI Commencement Delivery Date,” as thatterm is defined in Section 1.2.3 of the Tenant Work Letter, to occur on or before March 1, 2013. In the event (i) Landlord is unable to cause the TICommencement Delivery Date to occur on or before June 1, 2013, (ii) as a result of such failure, and despite Tenant’s good faith commercially reasonableefforts to manage the construction of the Tenant Improvements as quickly and efficiently as reasonably possible, Landlord is unable to substantiallycomplete the Tenant Improvements on or before October 1, 2013, (iii) as a result of such failure, Tenant is forced to holdover in the space under Tenant’sexisting lease at 706 Mission Street, San Francisco (the “Existing Lease”), and (iv) provided that Tenant reasonably cooperates with Landlord and, in goodfaith, diligently pursues all commercially reasonable actions required of Tenant in order to avoid any such holdover, then (1) the Lease Commencement Dateand Lease Expiration Date shall each be delayed by one day for each day that occurs after October 1, 2013 and before the date Landlord delivers the Premisesto Tenant, and (2) Landlord shall pay to Tenant the increase in monthly “Base Rent” actually paid by Tenant under the Existing Lease after October 1, 2013,over the amount of monthly Base Rent paid by Tenant immediately preceding October 1, 2013, for the period commencing on October 1, 2013, andcontinuing through the earlier to occur of (A) the substantial completion of the Tenant Improvements, (B) the date which is reasonably determined byLandlord to be the date that the Tenant Improvements should have been substantially completed assuming Tenant’s “Project Manager,” as that term isdefined in Section 4.1.2 of the Tenant Work Letter, had used reasonable due diligence in connection therewith, (C) the date that occurs that number of daysafter October 1, 2013 as is equal to the number of days after June 1, 2013 that Landlord delivered the Premises to Tenant, and (D) the date Tenant ceases anysuch holdover (as applicable, the “Holdover Period”). Landlord shall make such payments to Tenant on a monthly basis. Tenant hereby represents toLandlord that, pursuant to the terms and conditions of the Existing Lease, which document shall govern the rent paid by Tenant for the 706 Mission Streetpremises during any such Holdover Period, the Base Rent to be paid by Tenant for the 706 Mission Street premises during any such Holdover Period shall beequal to (x) without the Existing Lease’s landlord’s consent, a monthly rate equal to two hundred percent (200%) of the Base Rent in effect immediately priorto the Holdover Period, or (y) with the Existing Lease’s landlord’s consent, a monthly rate equal to one hundred fifty percent (150%), of the greater of (a) theBase Rent applicable during the last rental period immediately prior to the Holdover Period, or (b) the fair market rental rate for the 706 Mission Streetpremises as of the commencement of such Holdover Period. Notwithstanding anything set forth in this Section 2.5 to the contrary, in no event shall Landlordbe liable to Tenant pursuant to the terms of this Section 2.5 in an amount exceeding the incremental increase in Base Rent during any such Holdover Period,as determined pursuant to the foregoing formula (the “Holdover Cap”); provided, however, Landlord and Tenant shall reasonably cooperate in good faith inconnection with the determination of the fair market rental rate for the 706 Mission Street premises during the Holdover Period. Notwithstanding theforegoing, if Landlord delivers written notice to Tenant on or before May 1, 2013 informing Tenant that Landlord will be unable to deliver the Premises toTenant on or before June 1, 2013, and such notice sets forth Landlord’s reasonable estimate of the date upon which Landlord shall deliver the Premises toTenant (the period between October 1, 2013 and the reasonably estimated delivery date to be known as the “Estimated Holdover Period”), then Tenant shalluse commercially reasonable efforts (which efforts will not include the requirement that Tenant pay any sums, other than the applicable holdover amount, tothe 706 Mission Landlord) to negotiate an extension of the term of the Existing Lease and shall use its good faith efforts to minimize the amount of anyincrease in rent paid by Tenant during any such Estimated Holdover Period; including, without limitation, obtaining the consent of the landlord under theExisting Lease to such holdover by Tenant. 140 NEW MONTGOMERY STREET -11- [Yelp Inc.]ARTICLE 3BASE RENT; ABATED BASE RENT3.1 Base Rent. Tenant shall pay, without prior notice or demand, to Landlord or Landlord’s agent at the management office of the Project, or, atLandlord’s option, at such other place as Landlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legaltender for private or public debts in the United States of America or by Automated Clearing House (“ACH”) or other means mutually agreed upon by theparties, base rent (“Base Rent”) as set forth in Section 4 of the Summary, payable in equal monthly installments as set forth in Section 4 of the Summary inadvance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction whatsoever. The Base Rent forthe first full month of the Lease Term which occurs after the expiration of any free rent period shall be paid at the time of Tenant’s execution of this Lease. Ifany Rent payment date (including the Lease Commencement Date) falls on a day of the month other than the first day of such month or if any payment ofRent is for a period which is shorter than one month, the Rent for any fractional month shall accrue on a daily basis for the period from the date such paymentis due to the end of such calendar month or to the end of the Lease Term at a rate per day which is equal to 1/365 of the applicable annual Rent. All otherpayments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis.3.2 Abated Base Rent. Subject to the terms of Section 2.5 of the Tenant Work Letter, and provided that an Option Nullification Default has notoccurred under this Lease, then during the first (1), second (2), third (3), fourth (4), thirteenth (13) and thirty-seventh (37) full calendar months of theLease Term (the “Rent Abatement Period”), Tenant shall not be obligated to pay any Base Rent or Direct Expenses otherwise attributable to the Premises(the “Rent Abatement”). Tenant acknowledges and agrees that the foregoing Rent Abatement has been granted to Tenant as additional consideration forentering into this Lease, and for agreeing to pay the rental and performing the terms and conditions otherwise required under this Lease. If an OptionNullification Default shall occur under this Lease, or if this Lease is terminated for any reason other than Landlord’s breach of this Lease, then the dollaramount of the unapplied portion of the Rent Abatement as of the date of such default or termination, as the case may be, shall be converted to a credit to beapplied to the Base Rent applicable at the end of the Lease Term and Tenant shall immediately be obligated to begin paying Base Rent and Direct Expensesfor the Premises in full.ARTICLE 4ADDITIONAL RENT4.1 General Terms. In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “DirectExpenses,” as those terms are defined in Sections 4.2.6 and 4.2.2 of this Lease, respectively, which are in excess of the amount of Direct Expenses applicableto the “Base Year,” as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any“Expense Year,” as that term is defined in Section 4.2.6 below, below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or anycredit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to theterms of this Lease, are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectivelyreferred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent.Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rentprovided for in this Article 4 shall survive the expiration of the Lease Term.4.2 Definitions of Key Terms Relating to Additional Rent. As used in this Article 4, the following terms shall have the meanings hereinafter set forth:4.2.1 “Base Year” shall mean the period set forth in Section 5 of the Summary.4.2.2 “Direct Expenses” shall mean “Operating Expenses,” as that term is defined in Section 4.2.4 below, and “Tax Expenses,” as that term isdefined in Section 4.2.5.1 below. 140 NEW MONTGOMERY STREET -12- [Yelp Inc.]stndrdththth4.2.3 “Expense Year” shall mean each calendar year in which any portion of the Lease Term falls, through and including the calendar year inwhich the Lease Term expires, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time to any other twelve(12) consecutive month period, and, in the event of any such change, Tenant’s Share of Direct Expenses shall be equitably adjusted for any Expense Yearinvolved in any such change.4.2.4 “Operating Expenses” shall mean all expenses, costs and amounts of every kind and nature which Landlord pays or accrues during anyExpense Year because of or in connection with the ownership, management, maintenance, security, repair, replacement (except as otherwise excluded,below), restoration or operation of the Project, or any portion thereof. Without limiting the generality of the foregoing, Operating Expenses shall specificallyinclude any and all of the following: (i) the cost of supplying all utilities (excluding electrical cost that are either metered, sub-metered, or estimated byLandlord, and which relate to lighting or incidental use in spaces occupied by tenants in the Building), the cost of operating, repairing, maintaining, andrenovating the utility, telephone, mechanical, sanitary, storm drainage, and elevator systems, and the cost of maintenance and service contracts in connectiontherewith; (ii) the cost of licenses, certificates, permits and inspections and the cost of contesting any governmental enactments which may affect OperatingExpenses, and the costs incurred in connection with a governmentally mandated transportation system management program or similar program; (iii) the costof all insurance carried by Landlord in connection with the Project as reasonably determined by Landlord; (iv) the cost of landscaping, relamping, and allsupplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) the cost of parking areaoperation (but excluding the cost to operate the above-ground parking garage located adjacent to the Building, which is owned by Landlord or an affiliate ofLandlord), repair, restoration, and maintenance; (vi) fees and other costs, including management and/or incentive fees, consulting fees, legal fees andaccounting fees, of all contractors and consultants in connection with the management, operation, maintenance and repair of the Project; (vii) paymentsunder any equipment rental agreements and the fair rental value of any management office space; (viii) subject to item (f), below, wages, salaries and othercompensation and benefits, including taxes levied thereon, of all persons engaged in the operation, maintenance and security of the Project; (ix) costs underany instrument pertaining to the sharing of costs by the Project, including as relating to any business improvement district; (x) operation, repair andmaintenance of all systems and equipment and components thereof of the Project; (xi) the cost of janitorial, alarm, security and other services, replacement ofwall and floor coverings, ceiling tiles and fixtures in common areas, maintenance and replacement of curbs and walkways, repair to roofs and re-roofing;(xii) amortization (including interest on the unamortized cost) over a period of time consistent with sound real estate management and accounting principles,of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project, or any portion thereof;(xiii) the cost of capital improvements or other costs incurred in connection with the Project (A) which are intended to effect economies in the operation ormaintenance of the Project, or any portion thereof, or to reduce current or future Operating Expenses or to enhance the safety or security of the Project or itsoccupants, (B) that are required to comply with conservation programs which are first effective after the date of this Lease, (C) which are replacements ormodifications of nonstructural items located in the Common Areas required to keep the Common Areas in good order or condition, or (D) that are requiredunder any governmental law or regulation which is first enacted, or first interpreted to be applicable to the Project, after the date of this Lease; provided,however, that any capital expenditure shall be amortized (including interest on the amortized cost) over a period of time consistent with sound real estatemanagement and accounting principles; and (xiv) costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on Landlord by, anyfederal, state or local government for fire and police protection, trash removal, community services, or other services which do not constitute Tax Expenses,and (xv) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by theBuilding, including, without limitation, any covenants, conditions and restrictions affecting the property, and reciprocal easement agreements affecting theproperty, any parking licenses, and any agreements with transit agencies affecting the Property (collectively, “Underlying Documents”). Notwithstanding theforegoing, for purposes of this Lease, Operating Expenses shall not, however, include:(a) costs, including legal fees, space planners’ fees, advertising and promotional expenses (except as otherwise set forth above), andbrokerage fees incurred in connection with the original construction or development, or original or future leasing of the Project, and costs, including permit,license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants initially occupying space in the Projectafter the Lease Commencement Date or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or otheroccupants of the Project (excluding, however, such costs relating to any common areas of the Project or parking facilities); 140 NEW MONTGOMERY STREET -13- [Yelp Inc.](b) except as set forth in items (xii), (xiii), and (xiv) above, depreciation, interest and principal payments on mortgages and other debtcosts, if any, penalties and interest, costs of capital repairs and alterations, and costs of capital improvements and equipment and depreciation on theBuilding or Project or any Common Areas;(c) costs for which the Landlord is reimbursed by any tenant or occupant of the Project or by insurance by its carrier or any tenant’scarrier or by anyone else, and electric power costs for which any tenant directly contracts with the local public service company;(d) any bad debt loss, rent loss, or reserves for bad debts or rent loss, or fines or penalties due to violation of law unless directly related toTenant’s use of the Building or the Project;(e) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same aredistinguished from the costs of operation of the Project (which shall specifically include, but not be limited to, accounting costs associated with the operationof the Project). Costs associated with the operation of the business of the partnership or entity which constitutes the Landlord include costs of partnershipaccounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling,syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Project, and costs incurred in connection with any disputes ornegotiations between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants;(f) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless suchwages and benefits are prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating andmanaging the Project; provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnelabove the level of Project manager;(g) amount paid as ground rental for the Project by the Landlord;(h) except for a Project management fee to the extent allowed pursuant to item (l), below, overhead and profit increment paid to theLandlord or to subsidiaries or affiliates of the Landlord for services in the Project to the extent the same exceeds the costs of such services rendered byqualified, first-class unaffiliated third parties on a competitive basis;(i) any compensation paid to clerks, attendants or other persons in commercial concessions operated by the Landlord, provided that anycompensation paid to any concierge at the Project shall be includable as an Operating Expense;(j) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment which if purchased thecost of which would be excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorialor similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project ;(k) all items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectivelyto one or more tenants (other than Tenant) without reimbursement;(l) any costs expressly excluded from Operating Expenses elsewhere in this Lease;(m) rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space exceedsthe size or fair market rental value of office space occupied by management personnel of the comparable buildings in the vicinity of the Building, withadjustment where appropriate for the size of the applicable project; 140 NEW MONTGOMERY STREET -14- [Yelp Inc.](n) costs arising from the gross negligence or willful misconduct of Landlord or its agents, employees, vendors, contractors, or providersof materials or services;(o) costs incurred to comply with laws relating to the removal of hazardous material (as defined under applicable law) which was inexistence in the Building or on the Project prior to the Lease Commencement Date, and was of such a nature that a federal, State or municipal governmentalauthority, if it had then had knowledge of the presence of such hazardous material, in the state, and under the conditions that it then existed in the Buildingor on the Project, would have then required the removal of such hazardous material or other remedial or containment action with respect thereto; and costsincurred to remove, remedy, contain, or treat hazardous material, which hazardous material is brought into the Building or onto the Project after the datehereof by Landlord or any other tenant of the Project and is of such a nature, at that time, that a federal, State or municipal governmental authority, if it hadthen had knowledge of the presence of such hazardous material, in the state, and under the conditions, that it then exists in the Building or on the Project,would have then required the removal of such hazardous material or other remedial or containment action with respect thereto;(p) Prepayments, including prepayment of taxes, when such payment may be and are customarily paid in installments;(q) Costs incurred to correct any defects in the original construction or in the renovation of the Building or Common Areas;(r) The cost of repair or restoration due to fire and/or condemnation if such costs are in excess of the applicable proceeds or awards;(s) payments in respect to overhead or profit to subsidiaries or affiliates of Landlord (excluding management services), for services in orto the Project, or for supplies or other materials to the extent that the costs of such services, supplies, or materials exceed the costs that would have been paidhad the services, supplies or materials been provided by parties unaffiliated with the Landlord on a competitive basis;(t) Repairs or replacements covered by warranties or guaranties, to the extent of the proceed actually received by Landlord, provided thatLandlord has diligently attempted to obtain such proceeds;(u) Costs arising from Landlord’s charitable or political contributions;(v) Costs of installing the initial landscaping (if any) and any sculpture, paintings and objects of art for the Building and Common Area;(w) Advertising and promotional expenses;(x) All costs related to the initial installation of all intrabuilding networking telecommunications cable, including cable television in theBuilding or the Project between: (1) the demarcation point or the minimum point of entry, and (2) the distribution terminal on each floor of the Building.If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to atenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to beincreased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had atits own expense furnished such work or service to such tenant. If the Project is not fully occupied during all or a portion of the Base Year or any ExpenseYear, Landlord shall make an appropriate adjustment to the components of Operating Expenses for such year to determine the amount of Operating Expensesthat would have been incurred had the Project been fully occupied; and the amount so determined shall be deemed to have been the amount of OperatingExpenses for such year. Operating Expenses for the Base Year shall not include market-wide cost increases due to extraordinary circumstances, including, butnot limited to, “Force Majeure,” as that term is defined in Section 29.16, below, boycotts, strikes, conservation surcharges, embargoes or shortages, oramortized costs relating to capital improvements. In no event shall the components of Direct Expenses for any Expense Year related to Project insurance,security or utility costs be less than the components of Direct Expenses related to Project insurance, security or utility costs, respectively, in the Base Year. 140 NEW MONTGOMERY STREET -15- [Yelp Inc.]4.2.5 Taxes.4.2.5.1 “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositionsof every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments,transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required tobe paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furnitureand other personal property used in connection with the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (withoutregard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operationof the Project, or any portion thereof.4.2.5.2 Tax Expenses shall include, without limitation: (i) Any tax on the rent, right to rent or other income from the Project, or anyportion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or insubstitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it beingacknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (“Proposition 13”)and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and roadmaintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in furtherrecognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include anygovernmental or private assessments or the Project’s contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting orimproving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to ormeasured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respectto the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy byTenant of the Premises, or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is aparty, creating or transferring an interest or an estate in the Premises.4.2.5.3 If Tax Expenses for any period during the Lease Term or any extension thereof are increased after payment thereof for any reason,including, without limitation, error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord upon demand Tenant’sShare of any such increased Tax Expenses. Notwithstanding anything to the contrary contained in this Section 4.2.8 (except as set forth in Section 4.2.8.1,above), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes,estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts orincome attributable to operations at the Project), (ii) any items included as Operating Expenses, (iii) any items paid by Tenant under Section 4.5 of this Leaseand (iv) tax penalties incurred as a result of Landlord’s failure to make payments and/or to file any tax or informational returns when due.4.2.5.4 Notwithstanding anything to the contrary set forth in this Lease, the amount of Tax Expenses for the Base Year and any ExpenseYear shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, the TaxExpenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Tax Expenses dueunder this Lease; provided that (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be deducted from TaxExpenses nor included in Direct Expenses for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expenses norrefunded to Tenant, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that the preceding sentence is not intended to in anyway affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual increase in Tax Expenses (as such statutory increase may be modifiedby subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13. Notwithstanding anything to thecontrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant withoutLandlord’s consent shall 140 NEW MONTGOMERY STREET -16- [Yelp Inc.]constitute an event of default by Tenant under this Lease. Notwithstanding the foregoing, Landlord shall not be obligated to file any application or instituteany proceeding seeking a reduction in Tax Expenses. The amount of Tax Expenses for the Base Year attributable to the valuation of the Project, inclusive oftenant improvements, shall be known as the “Base Taxes”. If in any comparison year subsequent to the Base Year, the amount of Tax Expenses decreasesbelow the amount of Base Taxes, then for purposes of all subsequent comparison years, including the comparison year in which such decrease in TaxExpenses occurred, the Base Taxes, and therefore the Base Year, shall be decreased by an amount equal to the decrease in Tax Expenses.4.2.6 “Tenant’s Share” shall mean the percentage set forth in Section 6 of the Summary.4.3 Cost Pool. Landlord shall have the right, from time to time, to equitably allocate some or all of the Direct Expenses for the Project among differentportions or occupants of the Project (the “Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include, but shall not be limited to, theoffice space tenants of a building of the Project or of the Project, and the retail space tenants of a building of the Project or of the Project. The Direct Expenseswithin each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner.4.4 Calculation and Payment of Additional Rent. If for any Expense Year ending or commencing within the Lease Term, Tenant’s Share of DirectExpenses for such Expense Year exceeds Tenant’s Share of Direct Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner setforth in Section 4.4.1, below, and as Additional Rent, an amount equal to the excess (the “Excess”).4.4.1 Statement of Actual Direct Expenses and Payment by Tenant. Within one hundred twenty (120) days after the end of each Expense Yearor as soon after such one hundred twenty (120) day period as reasonably practicable, Landlord shall give to Tenant a statement (the “Statement”) which shallstate the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of the Excess. Upon receipt of theStatement for each Expense Year commencing or ending during the Lease Term, if an Excess is present, Tenant shall pay, within thirty (30) days after receiptof an invoice therefor, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as “Estimated Excess,”as that term is defined in Section 4.4.2, below, and if Tenant paid more as Estimated Excess than the actual Excess, Tenant shall receive a credit in the amountof Tenant’s overpayment against Rent next due under this Lease. The failure of Landlord to timely furnish the Statement for any Expense Year shall notprejudice Landlord or Tenant from enforcing its rights under this Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises,when the final determination is made of Tenant’s Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess is present, Tenantshall pay to Landlord such amount within thirty (30) days after such determination, and if Tenant paid more as Estimated Excess than the actual Excess,Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of the overpayment. The provisions of this Section 4.4.1 shallsurvive the expiration or earlier termination of the Lease Term.4.4.2 Statement of Estimated Direct Expenses. In addition, prior to March 31 of each calendar year or as soon thereafter as is reasonablypractical, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate(the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated excess (the “Estimated Excess”) ascalculated by comparing the Direct Expenses for such Expense Year, which shall be based upon the Estimate, to the amount of Direct Expenses for the BaseYear. The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collectany Estimated Excess under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Excess theretofore deliveredto the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due, a fraction of the Estimated Excess for the then-currentExpense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number ofmonths which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new EstimateStatement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rentinstallments, an amount equal to one-twelfth (1/12) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord toTenant. 140 NEW MONTGOMERY STREET -17- [Yelp Inc.]st4.5 Taxes and Other Charges for Which Tenant Is Directly Responsible.4.5.1 Tenant shall be liable for and shall pay ten (10) business days before delinquency, taxes levied against Tenant’s equipment, furniture,fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant’s equipment, furniture, fixtures and any other personalproperty are levied against Landlord or Landlord’s property or if the assessed value of Landlord’s property is increased by the inclusion therein of a valueplaced upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, whichLandlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall within thirty (30) daysafter receipt of written demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in theassessment, as the case may be.4.5.2 If the tenant improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the realproperty so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvementsconforming to Landlord’s “building standard” in other space in the Building are assessed, then the Tax Expenses levied against Landlord or the property byreason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions ofSection 4.5.1, above.4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay prior to delinquency any (i) rent tax or sales tax, service tax, transfer taxor value added tax, or any other applicable tax on the rent or services herein or otherwise respecting this Lease, (ii) taxes assessed upon or with respect to thepossession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises; or (iii) taxes assessed upon thistransaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.4.6 Landlord’s Books and Records. Notwithstanding anything to the contrary contained in this Lease, if, within one (1) year after receipt of aStatement by Tenant, Tenant (i) reasonably disputes any amounts set forth in any Statement described above in this Article 4, (ii) Tenant has paid suchdisputed amounts to Landlord (although Tenant may pay such amounts “under protest”), and (iii) an Option Nullification Default has not occurred and becontinuing, then Tenant shall have the right to cause Landlord’s general ledger of accounts with respect to such disputed Statement only to be audited by anationally recognized firm of certified public accountants reasonably approved by Landlord, at no cost or expense to Landlord, which has prior experience inthe review of financial statements and which shall not have provided primary accounting services to Tenant or any other tenant in the Project within theimmediately preceding three (3) year period and which shall not be retained by Tenant on a contingency fee basis; provided, however, Tenant shall not havethe right to perform any such audit more than one (1) time for any Expense Year during the Lease Term. Any audit conducted by or on behalf of Tenant shallbe completed in a diligent manner and timely manner (but in any event within two (2) months after Tenant initially disputes the applicable Statement) andshall be performed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s businessoperations. Landlord shall have no obligation to make photocopies of any of Landlord’s ledgers, invoices or other items; provided, however, Tenant may,within the Building, make copies of such ledgers, invoices or other items; provided further, however, if Landlord is unable to make a copier machineavailable to Tenant for such copies, then Tenant may take such ledgers, invoices or other items to the Premises in order to make such copies. Tenant agrees tokeep, and to cause Tenant’s accountant and its employees to keep, all information revealed by any audit of Landlord’s books and records strictly confidentialand not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a courtof law, and Tenant and its accountant and their employees shall sign a confidentiality agreement reflecting such confidentiality. Tenant’s audit shall belimited to an on-site review of Landlord’s general ledger of accounts and supporting documentation. If after such audit, Landlord and Tenant dispute theresults of such audit, at Tenant’s request, a certified public accounting firm selected by Landlord, and reasonably approved by Tenant, shall, at Tenant’s cost,conduct an audit of the relevant Direct Expenses. The amounts payable under this Section 4.6 by Landlord to Tenant or by Tenant to Landlord, as the casemay be, will be appropriately adjusted on the basis of such audit. If such audit discloses an overstatement of Direct Expenses in excess of four percent(4%) for such Expense Year, Landlord shall reimburse Tenant for all of the overcharges plus the reasonable cost of both audits within thirty (30) days aftercompletion of such audit; otherwise the cost of such audits shall be borne by Tenant. Tenant agrees that this Section 4.6 shall be the sole method to be usedby Tenant to dispute the amount of any Direct Expenses payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights atlaw or in equity relating thereto. 140 NEW MONTGOMERY STREET -18- [Yelp Inc.]ARTICLE 5USE OF PREMISES5.1 Permitted Use. Tenant shall use the Premises solely for the Permitted Use set forth in Section 7 of the Summary, which shall include, subject to allApplicable Laws and Landlord’s reasonable approval of the applicable plans and specification, the operation of a small (not to exceed 1,200 rentable squarefeet) catering kitchen, and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the priorwritten consent of Landlord, which may be withheld in Landlord’s sole discretion.5.2 Prohibited Uses. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or anypart thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D, attached hereto, or in violation of the lawsof the United States of America, the State of California, the ordinances, regulations or requirements of the local municipal or county governing body or otherlawful authorities having jurisdiction over the Project) including, without limitation, any such laws, ordinances, regulations or requirements relating tohazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect, or any Underlying Documents, or any ofLandlord’s initiatives to seek or maintain Building certification under the U.S. Green Building Council’s Leadership in Energy and Environmental Design(“LEED Initiatives”). Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Projector obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for anyimproper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with,and Tenant’s rights and obligations under the Lease and Tenant’s use of the Premises shall be subject and subordinate to, all recorded easements, covenants,conditions, and restrictions now or hereafter affecting the Project.5.3 Fire Stairs. Tenant shall have the non-exclusive right, subject to Applicable Laws, to use the fire stairs connecting the floors of the Premises solelyfor the regular travel of employees between such floors. Tenant shall not make any improvements to such fire stairs; provided, however, Tenant shall have theright to have such fire stairs, and the door(s) access such fire stairs on each floor of the Premises, monitored and accessed by a security system installed byTenant pursuant to Article 8 of this Lease. Tenant’s use of such fire stairs shall be limited solely to the ingress and egress by Tenant’s employees of the floorsof the Building upon which the Premises is located. Tenant hereby acknowledges that such use of the fire stairs may not currently be allowed by ApplicableLaws.5.4 Tenant’s Bicycles. Subject to the provisions of this Section 5.4, and such additional reasonable rules and regulations as may be promulgated byLandlord from time to time and provided to Tenant (provided that Landlord shall not enact any such rules and regulations intended to discriminate againstTenant vis-à-vis the other tenants of the Building), Tenant’s employees shall be permitted to bring their bicycles (“Bicycles”) into the Premises, but only tothe extent such Bicycles are used for commuting to and from work by such employees. The right provided to Tenant and its employees in this Section 5.4shall be subject to the following terms and conditions: (i) Bicycles may only enter and exit the Building through the Building’s parking garage (the“Garage”) entrance, and (ii) Bicycles must be taken directly from the Garage to the Premises via the Building’s freight elevator.5.5 Tenant’s Dog.5.5.1 In General. Subject to the provisions of this Section 5.5, and such additional reasonable rules and regulations as may be promulgated byLandlord from time to time (provided that Landlord shall not enact any such rules and regulations intended to discriminate against Tenant vis-à-vis the othertenants of the Building), Tenant shall be permitted to bring one (1) non-aggressive, fully-vaccinated, dog into the Premises (which dog is owned by Tenant oran officer or employee of Tenant) (“Tenant’s Dog”). Tenant’s Dog must be on a leash while in any area of the Project outside of the Premises. Within three(3) business days following Tenant’s receipt of Landlord’s request, Tenant shall provide Landlord with reasonable satisfactory evidence showing that allcurrent vaccinations have been received by Tenant’s Dog. Tenant’s Dog shall not be brought to the Project if it is ill or contracts a disease that couldpotentially threaten the health or wellbeing of any tenant or occupant of the Building (which diseases may include, but shall not be 140 NEW MONTGOMERY STREET -19- [Yelp Inc.]limited to, rabies, leptospirosis and lyme disease). While in the Building, Tenant’s Dog must be taken directly to/from the Premises and Tenant shall usecommercially reasonable efforts to use “Tenant’s Dedicated Elevator,” as that term is defined in Section 6.1.6, below, to bring Tenant’s Dog to/from thePremises. Tenant shall not permit any objectionable dog related noises or odors to emanate from the Premises, and in no event shall Tenant’s Dog be at theProject overnight. Tenant’s Dog shall not bark excessively or otherwise create a nuisance at the Project. All bodily waste generated by Tenant’s Dog in orabout the Project shall be immediately removed and disposed of in trash receptacles designated by Landlord, and any areas of the Project affected by suchwaste shall be cleaned and otherwise sanitized to a condition consistent with Landlord’s commercially reasonable standards applicable thereto. Tenant’s Dogshall not be permitted to enter the Project if Tenant’s Dog previously exhibited dangerously aggressive behavior. Tenant’s Dog shall not interfere with othertenants or those having business in the Building or Project. Notwithstanding any provision to the contrary contained in this Amendment, Landlord shall havethe unilateral right at any time to rescind Tenant’s right to have Tenant’s Dog in the Premises, if in Landlord’s reasonable judgment, Tenant’s Dog is found tobe a substantial nuisance to the Project (for purposes hereof, Tenant’s Dog may found to be a “substantial nuisance” if Tenant’s Dog defecates in theCommon Areas, damages or destroys property in the Project or exhibits threatening behavior).5.5.2 Costs and Expenses. Tenant shall pay to Landlord, within ten (10) business days after demand, all costs incurred by Landlord inconnection with Tenant’s Dog presence in the Building, Premises or Project, including, but not limited to, janitorial, waste disposal, landscaping, signage,repair, and legal costs and expenses.5.5.3 Indemnity. The indemnification provisions of Article 10 of this Lease shall apply to any claims relating to any of Tenant’s Dog.5.5.4 Rights Personal to Original Tenant. The right to bring Tenant’s Dog into the Premises pursuant to this Section 5.5 is personal to theOriginal Tenant and any Permitted Transferee. If Tenant assigns the Lease or sublets all or any portion of the Premises, then upon such assignment orsubletting, the right to bring Tenant’s Dog into such portion the Premises shall simultaneously terminate and be of no further force or effect.ARTICLE 6SERVICES AND UTILITIES6.1 Standard Tenant Services. Landlord shall provide the following services on all days (unless otherwise stated below) during the Lease Term.6.1.1 Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BaseBuilding heated and chilled water loops at the core of each floor of the Building (but not the horizontal distribution of such loops on each such floor). Theheated and chilled water shall be available from 7:00 A.M. to 6:00 P.M. Monday through Friday (collectively, the “Building Hours”), except for the date ofobservation of New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and, at Landlord’sdiscretion, other locally or nationally recognized holidays which are observed by other buildings comparable to and in the vicinity of the Building(collectively, the “Holidays”). Such heated and chilled water loops shall have sufficient capacity in order to allow Tenant to connect sufficient heating andair conditioning (“HVAC”) equipment in the Premises for normal comfort for normal office use in the Premises.6.1.2 Landlord shall furnish, during the Lease Term electricity to the electrical closet on each floor of the Building upon which the Premises islocated as follows: (i) one (1) 42 circuit 150 amp 277/480 lighting panel, (ii) one (1) 42 circuit 150 amp 120/208 convenience panel, and (iii) one 45 KVAtransformer. In addition, the electrical closets on floors 6, 9 and 12 (and floor 3 to the extent leased by Tenant pursuant to Section 1.3 of this Lease, above)shall also have one (1) 200 amp 277/480 panel to serve Tenant’s supplemental HVAC requirements. The electrical service provided to the Premises shall beon a submetered basis, exclusive of the electric required for Base Building heated and chilled water loops for the Premises (but including electric required forany HVAC installed by Tenant in the Premises). Upon written request from Tenant, Landlord shall install a 75 KVA transformer at each floor of the Premisesin lieu of the proposed 45 KVA transformer, and Tenant shall pay to Landlord, within thirty (30) days following its receipt of an invoice therefor, theadditional cost incurred by Landlord as a result of the installation of the 75 KVA transformers in lieu of the 45 KVA transformers. If more than one metermeasures the electrical consumption or demand of Tenant in the Building, the service rendered through each meter shall be aggregated, computed and billedas if one 140 NEW MONTGOMERY STREET -20- [Yelp Inc.]meter measured all of Tenant’s electrical consumption and demand for the Premises. Bills for such submetered electricity shall be rendered at such time ortimes as Landlord may elect, but not more than once a month, and shall be payable by Tenant as Additional Rent within thirty (30) days of rendition thereof.The amount to be charged to Tenant by Landlord per KW of electricity consumed in the Premises shall be 103% of the actual cost at which Landlord fromtime to time purchases such KW of electricity for the same period from the utility company calculated as set below. Such cost shall be determined by dividingthe amount billed by the utility company for electricity consumed in the Building during each respective billing period by the total number of KWsconsumed by the Building for such billing period as appearing on the utility company invoice. Tenant shall bear the cost of replacement of lamps, startersand ballasts for non-Building standard lighting fixtures within the Premises.6.1.3 Landlord shall provide city water from the regular Building outlets for drinking, lavatory and toilet purposes in the Building CommonAreas.6.1.4 Landlord shall provide janitorial services to the Premises, except on weekends and on the date of observation of the Holidays, in and aboutthe Premises and window washing services in a manner consistent with other comparable buildings in the vicinity of the Building.6.1.5 Landlord shall provide nonexclusive, non-attended automatic passenger elevator service during the Building Hours, shall have oneelevator available at all other times, including on the Holidays.6.1.6 Provided that Tenant leases at least six (6) full floors in the Building, Landlord shall cause one (1) of the Building passenger elevators(“Tenant’s Dedicated Elevator”) to exclusively serve the Premises (i.e., such elevator shall be programmed to stop on only the first floor of the Building, andthe floors of the Building on which all or any portion of the Premises is located).6.1.7 Landlord shall provide nonexclusive freight elevator service subject to scheduling by Landlord.6.1.8 Landlord shall provide an access control/reception desk in the Building lobby on the ground floor and shall cause such desk to be staffedduring Building Hours. In addition, during non-Building Hours at least one (1) roving security person shall be available in the Building. Notwithstanding theforegoing, Landlord shall in no case be liable for personal injury or property damage for any error with regard to the admission to or exclusion from theBuilding or Project of any person. Tenant may, at its own expense, install its own security system (“Tenant’s Security System“) in the Premises pursuant tothe terms of Article 8, below; provided, however, that Tenant shall coordinate the installation and operation of Tenant’s Security System with Landlord toassure that Tenant’s Security is compatible with Landlord’s security system and the Building systems and equipment and to the extent that Tenant’s SecuritySystem is not compatible with Landlord’s security system and the Building systems and equipment, Tenant shall not be entitled to install or operate it.Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation and removal of Tenant’s Security System.6.1.9 Subject to Applicable Laws and the other provisions of this Lease, and except in the event of an emergency, Tenant shall have access to theBuilding, the Premises and the Common Areas of the Building, other than Common Areas requiring access with a Building engineer, twenty-four (24) hoursper day, seven (7) days per week, every day of the year; provided, however, that Tenant shall only be permitted to have access to and use of the parkinggarage, freight elevator, loading dock, mailroom and other limited-access areas of the Building during the normal operating hours of such portions of theBuilding.6.1.10 Subject to Landlord’s rules, regulations, and restrictions (provided that Landlord shall not enact any such rules and regulations intendedto discriminate against Tenant vis-à-vis the other tenants of the Building) and the terms of this Lease, Landlord shall permit Tenant to utilize Tenant’s Shareof the existing Building risers, raceways, shafts and conduit available for the use by tenants in the Building (i.e., excluding Building risers, raceways, shaftsand conduit dedicated to Landlord’s use). Tenant may only use vendors reasonably approved by Landlord to provide services to Tenant through the use ofthe Building risers, raceways, shafts and conduit. 140 NEW MONTGOMERY STREET -21- [Yelp Inc.]Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe(provided that Landlord shall not prescribe any such regulations and requirements intended to discriminate against Tenant vis-à-vis the other tenants of theBuilding) for the proper functioning and protection of the HVAC, electrical, mechanical and plumbing systems.6.2 Overstandard Tenant Use. Tenant shall not, without Landlord’s prior written consent, use heat-generating machines, machines other than normalfractional horsepower office machines, or equipment or lighting other than Building standard lights in the Premises, which may affect the temperatureotherwise maintained by the air conditioning system or increase the water normally furnished for the Premises by Landlord pursuant to the terms ofSection 6.1 of this Lease. If Tenant uses water, electricity, heat or air conditioning in excess of that supplied by Landlord pursuant to Section 6.1 of thisLease, Tenant shall pay to Landlord, within thirty (30) days after receipt of invoice, the actual cost of such excess consumption, the cost of the installation,operation, and maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear onexisting equipment caused by such excess consumption; and Landlord may install devices to separately meter any increased use and in such event Tenantshall pay the increased cost directly to Landlord, within thirty (30) days after written demand, at the rates charged by the public utility company furnishingthe same, including the cost of installing, testing and maintaining of such additional metering devices. Tenant’s use of electricity shall never exceed thecapacity of the feeders to the Project or the risers or wiring installation. If Tenant desires to use heat, ventilation or air conditioning during hours other thanthose for which Landlord is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease, Tenant shall give Landlord at least four (4)hours prior notice of Tenant’s desired use in order to supply such utilities, and Landlord shall supply such utilities to Tenant at such hourly cost per zone toTenant (which shall be treated as Additional Rent) as Landlord shall from time to time establish. Notwithstanding any provision to the contrary contained inthis Lease, Tenant shall, within thirty (30) days after receipt of invoice, pay to Landlord, Landlord’s standard charge for any services provided to Tenantwhich Landlord is not specifically obligated to provide to Tenant pursuant to the terms of this Lease.6.3 Interruption of Use. Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent (except as specifically set forth inSection 19.5.2 of this Lease) or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), orfor any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs,replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building orProject after reasonable effort to do so, by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant orother parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution shall never be deemed to constitute aneviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent (except as specifically set forth in Section 19.5.2 ofthis Lease) or performing any of its obligations under this Lease. Furthermore, Landlord shall not be liable under any circumstances for injury to, orinterference with, Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failureto furnish any of the services or utilities as set forth in this Article 6.ARTICLE 7REPAIRS7.1 In General. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems andequipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and thefloor coverings on the floors upon which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenantshall, at Tenant’s own expense, but under the supervision and subject to the reasonable prior approval of Landlord, and within any reasonable period of timespecified by Landlord, promptly and adequately repair all damage to the Premises which is not Landlord’s responsibility under this Lease and replace orrepair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control ofTenant; provided however, that, if Tenant fails to make such repairs after receipt of written notice from Landlord, then Landlord, after an additional three(3) business days written notice to Tenant, may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, includinga percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all reasonable overhead,general conditions, fees and other costs or 140 NEW MONTGOMERY STREET -22- [Yelp Inc.]expenses arising from Landlord’s involvement with such repairs and replacements within thirty (30) days after being billed for same. Notwithstanding theforegoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of theBuilding, and the base building systems and equipment of the Building, except to the extent that such repairs are required due to the negligence or willfulmisconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless makesuch repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith.Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements or additions to thePremises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do bygovernmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 ofSection 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect. Theforegoing notwithstanding, Landlord may not install any pipes ducts, utility lines, conduits or equipment (herein collectively called “Utility Lines”) in thePremises unless all of the following conditions be met:7.1.1 the same are required by “Applicable Law,” as that term is defined in Article 24 of this lease; and7.1.2 such Utility Lines are located completely beneath the floor or completely within the walls of the Premises or completely above theTenant’s hung ceiling, provided, however, that: (i) the same may not displace or interfere with the location or placement of Tenant’s Utility Lines serving thePremises, unless Landlord agree to relocate Tenant’s Utility Line at Landlord’s sole cost and expense, and (ii) if there is no finished ceiling, then such areawill not be available to Landlord for this purpose and Landlord will be restricted to the sub-floor or interior walls as hereinbefore described;7.1.3 such work is not performed during Business Hours (except in emergencies) unless Tenant, in the exercise of its reasonable discretion, agreesotherwise; and7.1.4 Landlord will be liable for all loss, damage, or injury to persons or property resulting therefrom and will indemnify and hold Tenantharmless from all claims, losses, costs, expenses and liability, including reasonable attorney’s fees, arising therefrom.7.2 Tenant’s Right to Make Repairs. Notwithstanding any of the terms set forth in this Lease to the contrary, if Tenant provides notice (or oral noticein the event of an Emergency) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenancerequired on any full floor of the Building leased by Tenant, which event or circumstance materially and adversely affects the conduct of Tenant’s businessfrom the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of suchnotice, but in any event not later than thirty (30) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of anadditional ten (10) business days’ notice to Landlord specifying that Tenant is taking such required action. The foregoing notwithstanding, Tenant shall notbe required to give Landlord any prior notice (but shall notify Landlord as soon as reasonable under the circumstances) in the event of an Emergency, andshall be permitted to immediately take corrective action. If such action was required under the terms of this Lease to be taken by Landlord and (x) was notcommenced by Landlord within such ten (10) business day period and thereafter diligently pursued to completion, or (y) was an Emergency, then Tenantshall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable and actual out-of-pocket costs and expenses in taking such action. In the eventTenant takes such action, Tenant shall use only those contractors used by Landlord in the Building for work unless such contractors are unwilling or unableto perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularlyperforms similar work in Comparable Buildings. Following completion of any work taken by Tenant pursuant to the terms of this Section 7.2, Tenant shalldeliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection toTenant within thirty (30) days after receipt of an invoice from Tenant, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease,the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection tothe payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlordpursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive),then Tenant shall not then be 140 NEW MONTGOMERY STREET -23- [Yelp Inc.]entitled to such deduction from Rent. On the other hand, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, thematter shall proceed to resolution by judicial reference pursuant to Section 29.22 of this Lease. If Tenant prevails in the judicial reference, the amount of theaward (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by paymentor offset and attorneys’ fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease. For purposes of thisSection 7.2, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, materialdamage to the Base Building, Tenant Improvements, or Alterations. In the event that Tenant exercises its right to make repairs pursuant to this Section 7.2with respect to an event or circumstance that is also an “Abatement Event,” as that term is defined in Section 19.5.2 of this Lease, below, then Tenant’s rightto abate rent pursuant to the terms of Section 19.5.2, below, shall cease upon the earlier of (i) the date such right to abate rent ceases pursuant to the terms ofSection 19.5.2, and (ii) the date the Abatement Event would have ended had Tenant, following its election to exercise its right to make repairs pursuant tothis Section 7.2, diligently pursued the completion of such repairs.ARTICLE 8ADDITIONS AND ALTERATIONS8.1 Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical,plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent ofLandlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and whichconsent shall not be unreasonably withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold itsconsent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building, or is visible from the exterior of theBuilding, or is contrary to Landlord’s LEED Initiatives. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten(10) business days notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations do not (i) involve the expenditure of morethan $100,000.00 in each instance; (ii) affect the exterior appearance of the Premises or Building, (iii) affect the Building systems or the Building structure,(iv) affect the certificate of occupancy, or its legal equivalent, for the Building, or (v) affect any of Landlord’s LEED Initiatives (the “Cosmetic Alterations”).For purposes of determining the cost of an Alteration, work done in phases or stages shall be considered part of the same Alteration, and any Alteration shallbe deemed to include all trades and materials involved in accomplishing a particular result. The construction of the initial improvements to the Premises shallbe governed by the terms of the Tenant Work Letter and not the terms of this Article 8.8.2 Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about thePremises for which consent is required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, therequirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord,the requirement that upon Landlord’s request, subject to the terms of Section 8.5, below, Tenant shall, at Tenant’s expense, remove such Alterations upon theexpiration or any early termination of the Lease Term. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner,in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued bythe City of San Francisco, all in conformance with Landlord’s construction rules and regulations; provided, however, that prior to commencing to constructany Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs anyAlterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, thenLandlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, andthe public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which thePremises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to theProject or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenantshall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s reasonablejudgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or theCommon Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice 140 NEW MONTGOMERY STREET -24- [Yelp Inc.]of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with Section 3093 of the Civil Code of the State ofCalifornia or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy of the “as built” drawings of theAlterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.8.3 Payment for Improvements. If payment is made by Tenant directly to contractors, Tenant shall (i) comply with Landlord’s requirements for finallien releases and waivers in connection with Tenant’s payment for work to contractors, and (ii) sign Landlord’s standard contractor’s rules and regulations. IfTenant orders any work directly from Landlord, Tenant shall pay to Landlord an amount equal to three percent (3%) of the cost of such work to compensateLandlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work. If Tenant does notorder any work directly from Landlord, Tenant shall reimburse Landlord for Landlord’s reasonable, actual, out-of-pocket costs and expenses actually incurredin connection with Landlord’s review of such work.8.4 Construction Insurance. In addition to the requirements of Article 10 of this Lease, in the event that Tenant makes any Alterations, prior to thecommencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approvedby Landlord covering the construction of such Alterations, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant toArticle 10 of this Lease immediately upon completion thereof. In addition, if the Tenant under this Lease is not the Original Tenant or a Permitted Transferee,then Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in anamount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee.8.5 Landlord’s Property. All Alterations, improvements, fixtures, equipment and/or appurtenances which may be installed or placed in or about thePremises, after the initial Tenant Improvements (which initial Tenant Improvements shall be governed by the terms of the Tenant Work Letter), shall be at thesole cost of Tenant and shall be and become the property of Landlord, except that Tenant may remove any Alterations, improvements, fixtures and/orequipment which Tenant can substantiate to Landlord have not been paid for with any Tenant improvement allowance funds provided to Tenant byLandlord, provided Tenant repairs any damage to the Premises and Building caused by such removal. Furthermore, Landlord may, by written notice toTenant prior to the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove anyAlterations and/or improvements and/or systems and equipment within the Premises and to repair any damage to the Premises and Building caused by suchremoval; PROVIDED; HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, UPON REQUEST BY TENANT AT THE TIME OFTENANT’S REQUEST FOR LANDLORD’S CONSENT TO ANY ALTERATION OR IMPROVEMENT, LANDLORD SHALL NOTIFY TENANTWHETHER THE APPLICABLE ALTERATION OR IMPROVEMENT WILL BE REQUIRED TO BE REMOVED PURSUANT TO THE TERMS OFTHIS SECTION 8.5. If Tenant fails to complete any required removal and/or to repair any damage caused by the removal of any Alterations and/orimprovements and/or systems and equipment in the Premises, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby protects,defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation,placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of Tenantshall survive the expiration or earlier termination of this Lease.ARTICLE 9COVENANT AGAINST LIENSTenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligationsincurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments orcosts (including, without limitation, reasonable attorneys’ fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice atleast twenty (20) days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under applicable laws) toafford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall remove any such lien or encumbrance bybond or otherwise within twenty (20) business days after notice by Landlord, and if Tenant shall fail to do so, Landlord may remove such lien orencumbrance by bond. The amount so paid shall be deemed Additional Rent under this Lease payable upon demand, without limitation as to 140 NEW MONTGOMERY STREET -25- [Yelp Inc.]other remedies available to Landlord under this Lease. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord’stitle to the Building or Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien orencumbrance upon the Building or Premises arising in connection with any such work or respecting the Premises not performed by or at the request ofLandlord shall be null and void, or at Landlord’s option shall attach only against Tenant’s interest in the Premises and shall in all respects be subordinate toLandlord’s title to the Project, Building and Premises.ARTICLE 10INSURANCE10.1 Indemnification. Tenant shall indemnify, defend, protect, and hold harmless Landlord, its partners, subpartners and their respective officers,agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) from any and all loss, cost, damage, expense and liability(including without limitation court costs and reasonable attorneys’ fees) incurred (i) in connection with or arising from any cause in, on or about the Premises(including, but not limited to, a slip and fall), (ii) any negligence or willful misconduct of Tenant or of any person claiming by, through or under Tenant, or ofthe contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project, or (iii) any breach of theterms of this Lease, either prior to, during, or after to the extent Tenant continues to occupy the Premises) the expiration of the Lease Term, provided that theterms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord. Should Landlord be named as a defendant in any suitbrought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurredin such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Landlord shallindemnify, defend, protect, and hold harmless Tenant, its partners, and their respective officers, agents, servants, employees, and independent contractors(collectively, “Tenant Parties”) from any and all loss, cost, damage, expense and liability (including without limitation reasonable attorneys’ fees) arisingfrom (a) the negligence or willful misconduct of Landlord in, on or about the Project, except to the extent caused by the negligence or willful misconduct ofthe Tenant Parties, or (b) any breach of the terms of this Lease by Landlord. Notwithstanding anything to the contrary set forth in this Lease, either party’sagreement to indemnify the other party as set forth in this Section 10.1 shall be ineffective to the extent the matters for which such party agreed to indemnifythe other party are covered by insurance required to be carried by the non-indemnifying party pursuant to this Lease. Further, Tenant’s agreement toindemnify Landlord and Landlord’s agreement to indemnify Tenant pursuant to this Section 10.1 are not intended to and shall not relieve any insurancecarrier of its obligations under policies required to be carried pursuant to the provisions of this Lease, to the extent such policies cover, or if carried, wouldhave covered the matters, subject to the parties’ respective indemnification obligations; nor shall they supersede any inconsistent agreement of the parties setforth in any other provision of this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect toany claims or liability arising in connection with any event occurring prior to such expiration or termination.10.2 Tenant’s Compliance With Landlord’s Fire and Casualty Insurance. Tenant shall, at Tenant’s expense, comply with all insurance companyrequirements pertaining to the use of the Premises which are provided to Tenant. If Tenant’s conduct or use of the Premises causes any increase in thepremium for such insurance policies then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules,orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.10.3 Tenant’s Insurance. Tenant shall maintain the following coverages in the following amounts.10.3.1 Commercial General Liability Insurance on an occurrence form covering the insured against claims of bodily injury, personal injury andproperty damage (including loss of use thereof) arising out of Tenant’s operations, and contractual liabilities (covering the performance by Tenant of itsindemnity agreements) including products and completed operations coverage , for limits of liability not less than: Bodily Injury and Property Damage Liability $5,000,000 each occurrence$5,000,000 annual aggregatePersonal Injury Liability $5,000,000 each occurrence$5,000,000 annual aggregate0% Insured’s participation 140 NEW MONTGOMERY STREET -26- [Yelp Inc.]Notwithstanding the foregoing, the above limit may be satisfied by a general liability policy and an umbrella policy providing total coverage of$5,000,000 so long as all other requirements under this Article 10 are met.10.3.2 Physical Damage Insurance covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work,movable partitions, merchandise and all other items of Tenant’s property on the Premises installed by, for, or at the expense of Tenant, (ii) the “TenantImprovements,” as that term is defined in the Tenant Work Letter, and any other improvements which exist in the Premises as of the Lease CommencementDate (excluding the Base Building) (the “Original Improvements”), and (iii) all other improvements, alterations and additions to the Premises. Suchinsurance shall be written on a “Special Form” (formerly known as “all risks”) of physical loss or damage basis, for the full replacement cost value (subject toreasonable deductible amounts) new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of thepolicies of insurance and shall include coverage for damage or other loss caused by fire or other peril including, but not limited to, vandalism and maliciousmischief, theft, water damage of any type, including sprinkler leakage, bursting or stoppage of pipes, and explosion, and providing business interruptioncoverage for work being performed at the Premises for a period of six (6) months.10.3.3 Workers’ Compensation Insurance as required by any Applicable Law, and Employers’ Liability Insurance in amounts not less than OneMillion Dollars ($1,000,000) each accident for bodily injury by accident; One Million Dollars ($1,000,000) policy limit for bodily injury by disease; andOne Million Dollars ($1,000,000) each employee for bodily injury by disease.10.3.4 Commercial auto liability insurance with a combined limit of not less than One Million Dollars ($1,000,000) for bodily injury andproperty damage for each accident. Such insurance shall cover liability relating to any auto owned (if any) or hired by Tenant.10.4 Form of Policies. The minimum limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability of Tenantunder this Lease. Such insurance shall (i) name Landlord, and any other party the Landlord so specifies, as an additional insured, including Landlord’smanaging agent, if any; (ii) be issued by an insurance company having a rating of not less than A-VII in Best’s Insurance Guide or which is otherwiseacceptable to Landlord and licensed to do business in the State of California; (iv) be primary insurance as to all claims thereunder and provide that anyinsurance carried by Landlord is excess and is non-contributing with any insurance requirement of Tenant, but only to the extent of Tenant’s indemnityobligations pursuant to this Lease; and (v) be in form and content widely accepted in the industry. In addition, Tenant shall provide Landlord and anymortgagee of Landlord at least thirty (30) days’ prior written notice before any policy is canceled or coverage materially changed. The deductible amountsunder all insurance policies required to be carried by Tenant under this Lease shall be commercially reasonable. Payment of any deductibles shall be the soleresponsibility of Tenant. Tenant shall deliver certificates of insurance to Landlord on or before the Lease Commencement Date and at least thirty (30) daysbefore the expiration dates thereof. In the event Tenant shall fail to procure such insurance, or to deliver such certificate, Landlord may, at its option, but onlyafter providing a minimum of ten (10) days prior written notice to Tenant, procure such policies for the account of Tenant, and the cost thereof shall be paidto Landlord within five (5) days after delivery to Tenant of bills therefor.10.5 Subrogation. Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extentabove provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of aproperty loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other forsuch losses, and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right to the insured torecover thereunder. The parties agree that their respective insurance policies are now, or shall be, endorsed such that the waiver of subrogation shall not affectthe right of the insured to recover thereunder, so long as no material additional premium is charged therefor. 140 NEW MONTGOMERY STREET -27- [Yelp Inc.]10.6 Additional Insurance Obligations. Tenant shall carry and maintain during the entire Lease Term, at Tenant’s sole cost and expense, increasedamounts of the insurance required to be carried by Tenant pursuant to this Article 10 and such other reasonable types of insurance coverage and in suchreasonable amounts covering the Premises and Tenant’s operations therein, as may be reasonably requested by Landlord, but in no event in excess of theamounts and types of insurance then being required by landlords of buildings comparable to and in the vicinity of the Building and with tenant engaged in asimilar business.10.7 Landlord’s Insurance.10.7.1 Required insurance. Landlord shall maintain (i) insurance against loss or damage with respect to the Building on an “all risk” typeinsurance form, with customary exceptions, subject to such deductibles and self-insured retentions as Landlord may determine, in an amount equal to at leastthe replacement value of the Building; and (ii) commercial general liability insurance with respect to the Building in an amount not less than $5,000,000 peroccurrence and $5,000,000 annual aggregate, with deductibles and self-insured retentions as reasonably determined by Landlord. The cost of such insuranceshall be treated as a part of Operating Expenses. Such insurance shall be maintained with an insurance company or companies having a rating of not less thanA-VII in Best’s Insurance Guide and licensed to do business in the State of California. Payment for losses thereunder shall be made solely to Landlord.10.7.2 Optional insurance. Landlord may maintain such additional insurance with respect to the Building and the Project, including, withoutlimitation, earthquake insurance, terrorism insurance, flood insurance, and/or rent insurance, as Landlord may in its reasonable discretion elect. Landlord mayalso maintain such other insurance as may from time to time be required by any mortgagee of Landlord. Such insurance shall be maintained with an insurancecompany or companies and licensed to do business in the State of California. Payment for losses thereunder shall be made solely to Landlord. The cost of allsuch additional insurance shall also be part of the Operating Expenses.10.7.3 Blanket and self-insurance. Any or all of Landlord’s insurance may be provided by (i) blanket coverage maintained by Landlord or anyaffiliate of Landlord under its insurance program for its portfolio of properties, provided that (a) such insurance specifically references the Building (whichmay be satisfied with a “per location” endorsement), and (b) such insurance shall guaranty a minimum limit available for the Building equal to the limits ofliability required under this Lease; or (ii) by Landlord or any affiliate of Landlord under a program of self-insurance, provided that Landlord maintains (eitherinternally or through a third-party administrator) a self-insurance program that maintains sufficient reserves on its balance sheet committed to its self-insurance program liabilities. In either event, Operating Expenses shall include the portion of the reasonable cost of blanket insurance or self-insurance that isallocated to the Building.10.7.4 No obligation. Landlord shall not be obligated to insure, and shall not assume any liability of risk of loss for, Tenant’s property,including any such property or work of tenant’s subtenants or occupants. Landlord will also have no obligation to carry insurance against, nor be responsiblefor, any loss suffered by Tenant, subtenants or other occupants due to interruption of Tenant’s or any subtenant’s or occupant’s business.ARTICLE 11DAMAGE AND DESTRUCTION11.1 Repair of Damage to Premises by Landlord. Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or anyother casualty. If the Premises or any Common Areas serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shallpromptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all otherterms of this Article 11, restore the Base Building and such Common Areas. Such restoration shall be to substantially the same condition of the Base Buildingand the Common Areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgageon the Building or Project or any other modifications to the Common Areas deemed desirable by Landlord, which are consistent with the character of theProject, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Upon the occurrence of anydamage to the Premises, upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designatedby Landlord) all insurance 140 NEW MONTGOMERY STREET -28- [Yelp Inc.]proceeds payable to Tenant under Tenant’s insurance required under Section 10.3 of this Lease, and Landlord shall repair any injury or damage to the TenantImprovements and the Original Improvements installed in the Premises and shall return such Tenant Improvements and Original Improvements to theiroriginal condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’sinsurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of thedamage. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known toLandlord, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements and the Original Improvements installed in thePremises and shall return such Tenant Improvements and Original Improvements to their original condition. Whether or not Landlord delivers a LandlordRepair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications andworking drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for anyinconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; providedhowever, that if such fire or other casualty shall have damaged the Premises or Common Areas necessary to Tenant’s occupancy, and the Premises are notoccupied by Tenant as a result thereof, then during the time and to the extent the Premises are unfit for occupancy, the Rent shall be abated in proportion tothe ratio that the amount of rentable square feet of the Premises which is unfit for occupancy for the purposes permitted under this Lease bears to the totalrentable square feet of the Premises. In the event that Landlord shall not deliver the Landlord Repair Notice, Tenant’s right to rent abatement pursuant to thepreceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to thePremises assuming Tenant used reasonable due diligence in connection therewith.11.2 Landlord’s Option to Repair. Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore thePremises, Building and/or Project, and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after the date ofdiscovery of the damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect only if theBuilding or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditionsis present: (i) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within two hundred seventy (270) days after the date of discoveryof the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or Project orground lessor with respect to the Building or Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, orshall terminate the ground lease, as the case may be; (iii) the damage is not fully covered by Landlord’s insurance policies; (iv) the damage occurs during thelast twelve (12) months of the then-current Lease Term; or (v) any owner of any other portion of the Project, other than Landlord, does not intend to repair thedamage to such portion of the Project; provided, however, that if Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right asprovided above, and the repairs cannot, in the reasonable opinion of Landlord, be completed within two hundred seventy (270) days after being commenced,Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days after the date of such damage, to terminatethis Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than sixty(60) days after the date such notice is given by Tenant.11.3 Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord andTenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of theState of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligationsconcerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect,shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project.ARTICLE 12NONWAIVERNo provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed thereby. The waiver by eitherparty hereto of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of same or anyother term, covenant or condition herein 140 NEW MONTGOMERY STREET -29- [Yelp Inc.]contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term,covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of suchpreceding breach at the time of acceptance of such Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver ofLandlord’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check orpayment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the fullamount due. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or ofTenant’s right of possession hereunder, or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenantprior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit, or after final judgment for possession of thePremises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.ARTICLE 13CONDEMNATIONIf the whole or any part of the Premises, Building or Project shall be taken by power of eminent domain or condemned by any competent authority forany public or quasi-public use or purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authorityin such manner as to require the use, reconstruction or remodeling of any part of the Premises, Building or Project, or if Landlord shall grant a deed or otherinstrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the datepossession is required to be surrendered to the authority. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or ifaccess to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option toterminate this Lease effective as of the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claimagainst Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connectiontherewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixturesbelonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long assuch claims do not diminish the award available to Landlord, its ground lessor with respect to the Building or Project or its mortgagee, and such claim ispayable separately to Tenant. All Rent shall be apportioned as of the date of such termination. If any part of the Premises shall be taken, and this Lease shallnot be so terminated, the Rent shall be proportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all orany portion of the Premises for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Base Rent and the AdditionalRent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the totalrentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.ARTICLE 14ASSIGNMENT AND SUBLETTING14.1 Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien toattach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder byoperation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of thePremises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred tocollectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). IfTenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) theproposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery ofthe Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer andthe consideration therefor, including calculation of the 140 NEW MONTGOMERY STREET -30- [Yelp Inc.]“Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and acopy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executedto evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilizeLandlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transfereecertified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other informationreasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee,nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached heretoas Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’soption, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonablereview and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ andconsultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord.14.2 Landlord’s Consent. Landlord shall not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to theTransferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agreethat it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of thefollowing apply:14.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or theProject;14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease;14.2.3 The Transferee is either a governmental agency or instrumentality thereof;14.2.4 The rent charged by Tenant to such Transferee during the term of such Transfer, calculated using a present value analysis, is less thansixty percent (60%) of the rent being quoted by Landlord at the time of such Transfer for comparable space in the Project for a comparable term, calculatedusing a present value analysis, and the term of such Transfer, including any option or extension terms, is greater than three (3) years;14.2.5 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken inconnection with the Transfer on the date consent is requested;14.2.6 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right tocancel its lease; or14.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common controlwith, the proposed Transferee, (i) occupies space in the Project at the time of the request for consent, or (ii) is negotiating with Landlord or has negotiatedwith Landlord during the four (4) month period immediately preceding the date Landlord receives the Transfer Notice, to lease space in the Project, unlessLandlord is unable to reasonably accommodate such existing or prospective tenant’s space needs.If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have underSection 14.4 of this Lease), Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter intosuch Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenantto Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the TransferNotice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause theproposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transferto 140 NEW MONTGOMERY STREET -31- [Yelp Inc.]Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease).Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed itsconsent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a suit for contract damages(other than damages for injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring) or declaratoryjudgment and an injunction for the relief sought, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity toterminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee.14.3 Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay toLandlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. “TransferPremium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent andAdditional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises istransferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements (including demising costs) to thePremises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such freerent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokeragecommissions in connection with the Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s SubleasingCosts”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant inconnection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory,equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable shareof the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.14.4 Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event Tenant contemplatesa Transfer of all or a portion of the Premises, Tenant may give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whetheror not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord herebyacknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right torecapture space with respect to, (A) a sublease, which, when combined with any and all space previously subleased by Tenant constitutes less than fiftypercent (50%) of the Premises, and which is for less than substantially the remainder of the Lease Term (for purposes hereof, a sublease shall be deemed to besubstantially for the remainder of the Lease Term if, assuming all sublease renewal or extension rights are exercised, such sublease shall expire during thefinal twelve (12) months of the Lease Term or Option Term), or (B) an assignment or sublease pursuant to the terms of Section 14.8, below. The Intention toTransfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated TransferSpace”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of theterm of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Section 14.4 in order toallow Landlord to elect to recapture the Contemplated Transfer Space. Thereafter, Landlord shall have the option, by giving written notice to Tenant withinthirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Such recapture shall cancel and terminate thisLease with respect to such Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, if this Lease shall becanceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained byTenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force andeffect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, torecapture such Contemplated Transfer Space under this Section 14.4, then, subject to the other terms of this Article 14, for a period of nine (9) months (the“Nine Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated TransferSpace with respect to any Transfer Notice delivered to Landlord pursuant to Section 14.1, above, during the Nine Month Period, provided that any suchTransfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such Transfer shall be subject to the remainingterms of this Article 14. If such a Transfer is not so consummated within the Nine Month Period (or if a Transfer is so consummated, then upon the expirationof the term of any Transfer of such Contemplated Transfer Space consummated within such Nine Month Period), Tenant shall again be required to submit anew Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Section 14.4. 140 NEW MONTGOMERY STREET -32- [Yelp Inc.]14.5 Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived ormodified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord,promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenantshall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer,setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to thisLease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from anyliability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the rightat all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the TransferPremium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated bymore than two percent (2%), Tenant shall pay Landlord’s costs of such audit.14.6 Additional Transfers. For purposes of this Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change,voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of partnership interests,within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely heldcorporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or otherreorganization of Tenant or (B) the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of Tenant (other than to immediatefamily members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of fiftypercent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period.14.7 Occurrence of Default. Any Transfer hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall beterminated during the term of any Transfer, Landlord shall have the right to: (i) treat such Transfer as cancelled and repossess the Subject Space by any lawfulmeans, or (ii) require that such Transferee attorn to and recognize Landlord as its landlord under any such Transfer. If Tenant shall be in default under thisLease, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or inconnection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured.Such Transferee shall rely on any representation by Landlord that Tenant is in default hereunder, without any need for confirmation thereof by Tenant. Uponany assignment, the assignee shall assume in writing all obligations and covenants of Tenant thereafter to be performed or observed under this Lease. Nocollection or acceptance of rent by Landlord from any Transferee shall be deemed a waiver of any provision of this Article 14 or the approval of anyTransferee or a release of Tenant from any obligation under this Lease, whether theretofore or thereafter accruing. In no event shall Landlord’s enforcement ofany provision of this Lease against any Transferee be deemed a waiver of Landlord’s right to enforce any term of this Lease against Tenant or any otherperson. If Tenant’s obligations hereunder have been guaranteed, Landlord’s consent to any Transfer shall not be effective unless the guarantor also consentsto such Transfer.14.8 Non-Transfers. Notwithstanding anything to the contrary contained in this Lease, none of (i) an assignment of this Lease to a Transferee of all orsubstantially all of the assets or capital stock of Tenant, (ii) an assignment of this Lease to a Transferee which is either (A) the resulting entity of a merger orconsolidation of Tenant with another entity, or (B) acquiring all or substantially all of the assets of Tenant, or (iii) an assignment or subletting of all or aportion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (collectively, a“Permitted Transfer”) shall be deemed a Transfer under this Article 14 (and thus shall not be subject to Landlord’s prior consent or recapture rights pursuantto Sections 14.4 or rights to receive any Transfer Premium pursuant to Section 14.3), provided that (1) Tenant notifies Landlord of any such assignment orsublease at least five (5) business days prior to the effective thereof, and thereafter promptly supplies Landlord with any documents or information reasonablyrequested by Landlord regarding such transfer or transferee, (2) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under thisLease, and (3) in the case of an assignment, such Transferee shall have a tangible net worth computed in accordance with generally accepted accountingprinciples sufficient to satisfy the obligations and responsibilities to be undertaken in connection with such assignment. As used 140 NEW MONTGOMERY STREET -33- [Yelp Inc.]herein, “Permitted Transferee” shall mean an entity to which Tenant’s entire interest under this Lease is assigned (or which succeeds to Tenant’s entireinterest under this Lease) in accordance with this Section 14.8. “control,” as used in this Section 14.8, shall mean shall mean the ownership, directly orindirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by the ownership of voting securities,by contract or otherwise.ARTICLE 15SURRENDER OF PREMISES; OWNERSHIP ANDREMOVAL OF TRADE FIXTURES15.1 Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed toconstitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in writing by Landlord. The delivery ofkeys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease,whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at anyreasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by Tenant, whetheraccepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment toLandlord of all subleases or subtenancies affecting the Premises or terminate any or all such sublessees or subtenancies.15.2 Removal of Tenant Property by Tenant. Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall,subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in good order and condition, reasonable wear and tear,damage by fire or other casualty and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration ortermination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture,equipment, business and trade fixtures, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed orplaced by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion,require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal.ARTICLE 16HOLDING OVERIf Tenant holds possession of the Premises after expiration of the term of this Lease with Landlord’s written consent, Tenant will become a tenant frommonth-to-month upon the terms specified herein, except that Rent will be one hundred fifty percent (150%) of the Rent in effect immediately prior to suchexpiration. Such month-to-month tenancy may be terminated by either Landlord or Tenant by giving sixty (60) days written notice of termination to theother. If Tenant holds over without Landlord’s written consent, Tenant shall be a tenant at sufferance. In such event, Tenant shall pay Rent equal to twohundred percent (200%) of the Rent payable during the last month of the Term. If Tenant (a) fails to surrender the Premises within thirty (30) days after eitherTenant or Landlord have terminated the month to month tenancy; or (b) if Tenant fails to surrender the Premises within thirty (30) days after receipt of anotice to quit if Tenant is a tenant at sufferance; or (c) if Tenant fails to surrender the Premises within thirty (30) days after the expiration of this Leasewhether it be an expiration or an earlier expiration due to default (time being of the essence), Tenant shall be liable to Landlord for all losses, costs, liabilitiesand damages which Landlord may incur by reason thereof, including, without limitation, reasonable attorneys’ fees, and Tenant shall indemnify, defend andhold Landlord harmless against all claims made by any succeeding occupant against Landlord or otherwise arising out of or resulting from the failure ofTenant to timely surrender and vacate the Premises in accordance with the provisions of this Lease. 140 NEW MONTGOMERY STREET -34- [Yelp Inc.]ARTICLE 17ESTOPPEL CERTIFICATESWithin ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppelcertificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E, attached hereto (or such other form as may be reasonablyrequired by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at thattime, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificatemay be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever otherinstruments may be reasonably required for such purposes. At any time during the Lease Term, but not more than two (2) times during any calendar year,Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financialstatement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant,shall be audited by an independent certified public accountant. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate orother instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate aretrue and correct, without exception. Notwithstanding the foregoing, in the event that (i) stock in the entity which constitutes Tenant under this Lease (asopposed to an entity that “controls” Tenant or is otherwise an “affiliate” of Tenant, as those terms are defined in Section 14.8 of this Lease) is publicly tradedon a national stock exchange, and (ii) Tenant has it own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings withan entity that controls Tenant or with entities which are otherwise Affiliates of Tenant), then Tenant’s obligation to provide Landlord with a copy of its mostrecent current financial statement shall be deemed satisfied.ARTICLE 18SUBORDINATIONThis Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of anymortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals,extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages ortrust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require inwriting that this Lease be superior thereto (collectively, the “Superior Holders”). Tenant covenants and agrees in the event any proceedings are brought forthe foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, tothe lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do soby such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided suchlienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent andobserves and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assignedas security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances asLandlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, groundleases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right orelection to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.Concurrently with the full execution and delivery of this Lease by Landlord and Tenant, Landlord shall deliver to Tenant a subordination non-disturbanceand attornment agreement (an “SNDAA”), in the form attached hereto as Exhibit H, from any and all Superior Holders existing as of the date of this Lease. 140 NEW MONTGOMERY STREET -35- [Yelp Inc.]ARTICLE 19DEFAULTS; REMEDIES19.1 Events of Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant:19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due unless suchfailure is cured within five (5) business days after notice; or19.1.2 Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform byTenant within such time period shall be a default by Tenant under this Section 19.1.2, any failure by Tenant to observe or perform any other provision,covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof fromLandlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shallnot be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default; or19.1.3 Abandonment of all or a substantial portion of the Premises by Tenant; or19.1.4 The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failurecontinues for more than five (5) business days after notice from Landlord; or19.1.5 Tenant’s failure to occupy the Premises within thirty (30) business days after the Lease Commencement Date.The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by law.19.2 Remedies Upon Default. Upon the occurrence of any event of default by Tenant, Landlord shall have, in addition to any other remedies availableto Landlord at law or in equity (all of which remedies shall be distinct, separate and cumulative), the option to pursue any one or more of the followingremedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.19.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlordmay, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expelor remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damagestherefor; and Landlord may recover from Tenant the following:(i) The worth at the time of award of the unpaid rent which has been earned at the time of such termination; plus(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the timeof award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of awardexceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus(iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform itsobligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, brokeragecommissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or adifferent use, and any special concessions made to obtain a new tenant; and 140 NEW MONTGOMERY STREET -36- [Yelp Inc.](v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time byapplicable law.The term “rent” as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to theterms of this Lease, whether to Landlord or to others. As used in Sections 19.2.1(i) and (ii), above, the “worth at the time of award” shall be computed byallowing interest at the rate set forth in Article 25 of this Lease, but in no case greater than the maximum amount of such interest permitted by law. As used inSection 19.2.1(iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bankof San Francisco at the time of award plus one percent (1%).19.2.2 Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’sbreach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, ifLandlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforceall of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.19.2.3 Landlord shall at all times have the rights and remedies (which shall be cumulative with each other and cumulative and in addition tothose rights and remedies available under Sections 19.2.1 and 19.2.2, above, or any law or other provision of this Lease), without prior demand or noticeexcept as required by applicable law, to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin aviolation or breach of any provision hereof.19.3 Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Article 19,Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenantand affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements. In theevent of Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of noticeby Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.19.4 Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver toprotect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease orTenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’sobligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwiseavailable under any law to redeem or reinstate this Lease.19.5 Landlord Default.19.5.1 General. Landlord shall not be in default in the performance of any obligation required to be performed by Landlord pursuant to thisLease unless Landlord fails to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure toperform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shallnot be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same tocompletion. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary,exercise any of its rights provided at law or in equity.19.5.2 Abatement of Rent. Notwithstanding anything to the contrary set forth in Section 19.5.1 of this Lease, In the event that Tenant isprevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, orwhich Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of thePremises, or (ii) any failure to provide services, utilities or access to the Premises as required by this Lease (either such set of circumstances as set forth initems (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such AbatementEvent continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”) and either (A) Landlord does notdiligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its 140 NEW MONTGOMERY STREET -37- [Yelp Inc.]rental interruption insurance which covers such Abatement Event, then the Base Rent, Tenant’s Share of Direct Expenses, and Tenant’s obligation to pay forparking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time thatTenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof (but subjectto the terms of Section 7.2, if applicable), in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and doesnot use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of thePremises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectivelyconduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the EligibilityPeriod during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for theentire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use,the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on theproportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant fromthe date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease,then Tenant’s right to abate rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicablethereto. Such right to abate Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or inequity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused frompaying Rent due hereunder.ARTICLE 20COVENANT OF QUIET ENJOYMENTLandlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing andperforming all the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed,shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreementshereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express orimplied.ARTICLE 21LETTER OF CREDIT21.1 Delivery of Letter of Credit. Tenant shall deliver to Landlord, no later than May 18, 2012 (or such other later date as may be agreed upon by theparties in writing) , an unconditional, clean, irrevocable letter of credit (the “L-C”) in the amount set forth in Section 21.3 below (the “L-C Amount”), whichL-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a Northern Californiaoffice which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bankbeing referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and a long term Fitch Rating which isnot less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service orMoody’s Professional Rating Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit G, attachedhereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable andunconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing untilthe date (the “L-C Expiration Date”) that is no less than one hundred twenty (120) days after the expiration of the Lease Term as the same may be extended,and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the L-C then held byLandlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial drawsand multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev),International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590.Landlord, or its then managing agent, shall have the right to 140 NEW MONTGOMERY STREET -38- [Yelp Inc.]draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlordunder the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code(collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Lease has beenrejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the BankruptcyCode, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not berenewed or extended through the L-C Expiration Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedingsunder Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparableratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise amaterial adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming inall respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in thisSection 21.1 above), in the amount of the applicable L-C Amount, within ten (10) business following Landlord’s written demand therefor (with no othernotice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C DrawEvent”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event theBank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of thedate such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) businessdays following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall (1) replace such L-Cwith a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise beacceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21, or (2) in the event Tenantdemonstrates to Landlord that Tenant is reasonably unable to obtain a substitute L-C from a different issuer reasonably acceptable to Landlord and thatcomplies in all respects with the requirements of this Article 21 within the foregoing ten (10) business day period, deposit with Landlord cash in the L-CAmount (the “Interim Cash Deposit”). If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms andconditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of thisLease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shallbe responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonableattorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of itsinterest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter ofcredit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the attorney’s feesincurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within thirty (30) days of billing.21.2 Application of L-C. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability ofLandlord to draw upon the L-C upon the occurrence of any L-C Draw Event. In the event of any L-C Draw Event, Landlord may, but without obligation to doso, and without notice to Tenant (except in connection with an L-C Draw Event under Section 21.1(H) above), draw upon the L-C, in part or in whole, to cureany such L-C Draw Event and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimatesthat it will sustain resulting from Tenant’s breach or default of the Lease or other L-C Draw Event and/or to compensate Landlord for any and all damagesarising out of, or incurred in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2 ofthe California Civil Code. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising anyother right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L-C,and such L-C shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way withpayment to Landlord of the proceeds of the L-C, either prior to or following a “draw” by Landlord of any portion of the L-C, regardless of whether anydispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L-C. No condition or term of this Lease shall be deemed to render the L-C conditional to justify the issuer of the L-C in failing to honor a drawing upon such L-C in a timely manner. Tenant agrees and acknowledges that (i) the L-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant hasno property interest whatsoever in the L-C or the proceeds thereof, and (iv) in the event Tenant 140 NEW MONTGOMERY STREET -39- [Yelp Inc.]becomes a debtor under any chapter of the Bankruptcy Code, Tenant is placed into receivership or conservatorship, and/or there is an event of a receivership,conservatorship or a bankruptcy filing by, or on behalf of, Tenant, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrictor limit Landlord’s claim and/or rights to the L-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.21.3 L-C Amount; Maintenance of L-C by Tenant; Liquidated Damages.21.3.1 L-C Amount. The L-C Amount shall be equal to the amount set forth in Section 8 of the Summary.21.3.2 Reduction of L-C Amount. To the extent that Tenant is not in default under this Lease, the L-C Amount shall be reduced as follows: Date of Reduction L-C Amount* Fifth (5) anniversary of the Lease Commencement Date $2,649,888.00 Sixth (6) anniversary of the Lease Commencement Date $1,324,944.00 *To the extent the L-C Amount has been increased pursuant to the terms of Section 1.3.4 of this Lease, above, the reduced L-C Amounts set forth in thistable, above, shall be proportionally increased (based on the same ratio of the initial L-C Amount to the reduced L-C Amount set forth above) by theamount of the increase to the L-C Amount pursuant to Section 1.3.4.Notwithstanding anything to the contrary set forth in this Section 21.3.2, in no event shall the L-C Amount as set forth above decrease duringany period in which Tenant is in default under this Lease, but such decrease shall take place retroactively after such default is cured, provided that no suchdecrease shall thereafter take effect in the event this Lease is terminated early due to such default by Tenant.21.3.3 Conditional Reduction of L-C Amount. If, at any time during the Lease Term, Tenant, based on its most recent audited financialstatements, has (i) adjusted EBITDA (as defined in the company’s S-1 filings with the SEC) of Four Million Dollars ($4,000,000.00), for each of four(4) consecutive fiscal quarters, or (ii) achieved an average Market Capitalization (i.e., the closing price of Tenant’s publicly traded common stock multipliedby the number of outstanding shares of such common stock) of Two Billion Five Hundred Million Dollars ($2,500,000,000.00) over a ten (10) consecutivetrading day period, and provided that Tenant is not then in default under the terms of this Lease, then the L-C Amount shall be reduced to Zero Dollars($0.00) for the remainder of the initial Lease Term and any Option Term.21.3.4 In General. If, as a result of any drawing by Landlord of all or any portion of the L-C, the amount of the L-C shall be less than the L-CAmount, Tenant shall, within five (5) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency, andany such additional letter(s) of credit shall comply with all of the provisions of this Article 21. Tenant further covenants and warrants that it will neitherassign nor encumber the L-C or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance,attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the L-C expires earlier than the L-C Expiration Date,Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than sixty (60) daysprior to the expiration of the L-C), which shall be irrevocable and automatically renewable as above provided through the L-C Expiration Date upon the sameterms as the expiring L-C or such other terms as may be acceptable to Landlord in its sole discretion. If Tenant exercises its option to extend the Lease Termpursuant to Section 2.2 of this Lease then, not later than one hundred twenty (120) days prior to the commencement of the Option Term, and provided thatTenant is still 140 NEW MONTGOMERY STREET -40- [Yelp Inc.]ththrequired to provide a L-C, Tenant shall deliver to Landlord a new L C or certificate of renewal or extension evidencing the L-C Expiration Date as onehundred twenty (120) days after the expiration of the Option Term. However, if the L-C is not timely renewed, or if Tenant fails to maintain the L-C in theamount and in accordance with the terms set forth in this Article 21, Landlord shall have the right to either (x) present the L-C to the Bank in accordance withthe terms of this Article 21, and the proceeds of the L-C may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paidwhen due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breachor default by Tenant under this Lease, or (y) pursue its remedy under Section 21.3.3 below. In the event Landlord elects to exercise its rights under theforegoing item (x), (I) any unused proceeds shall constitute the property of Landlord (and not Tenant’s property or, in the event of a receivership,conservatorship, or a bankruptcy filing by, or on behalf of, Tenant, property of such receivership, conservatorship or Tenant’s bankruptcy estate) and neednot be segregated from Landlord’s other assets, and (II) Landlord agrees to pay to Tenant within thirty (30) days after the L-C Expiration Date the amount ofany proceeds of the L-C received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used topay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenantunder this Lease; provided, however, that if prior to the L-C Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed againstTenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused L-C proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or suchbankruptcy or reorganization case has been dismissed.21.3.5 Interim Cash Deposit. During any period that Landlord remains in possession of the Interim Cash Deposit (any such period, a “DepositPeriod”), it is understood by the parties that such Interim Cash Deposit shall be held by Landlord as security for the full and faithful performance of Tenant’scovenants and obligations under this Lease. The Interim Cash Deposit shall not constitute an advance of any Rent, an advance payment of any other kind,nor a measure of Landlord’s damages in case of Tenant’s default. If, during any such Deposit Period, Tenant defaults with respect to any provisions of thisLease, including, but not limited to, the provisions relating to the payment of Rent, the removal of property and the repair of resultant damage, then Landlordmay but shall not be required to, from time to time, without notice to Tenant and without waiving any other remedy available to Landlord, use the InterimCash Deposit, or any portion of it, to the extent necessary to cure or remedy such default or failure or to compensate Landlord for all damages sustained byLandlord or which Landlord reasonably estimates that it will sustain resulting from Tenant’s default or failure to comply fully and timely with its obligationspursuant to this Lease. Tenant shall immediately pay to Landlord on demand any amount so applied in order to restore the Interim Cash Deposit to itsoriginal amount, and Tenant’s failure to immediately do so shall constitute a default under this Lease. In the event Landlord is in possession of the InterimCash Deposit at the expiration or earlier termination of this Lease, and Tenant is in compliance with the covenants and obligations set forth in this Lease atthe time of such expiration or termination, then Landlord shall return to Tenant the Interim Cash Deposit, less any amounts deducted by Landlord toreimburse Landlord for any sums to which Landlord is entitled under the terms of this Lease, within sixty (60) days following both such expiration ortermination and Tenant’s vacation and surrender of the Premises. Landlord’s obligations with respect to the Interim Cash Deposit are those of a debtor andnot a trustee. Landlord shall not be required to maintain the Interim Cash Deposit separate and apart from Landlord’s general or other funds, and Landlordmay commingle the Interim Cash Deposit with any of Landlord’s general or other funds. Tenant shall not at any time be entitled to interest on the InterimCash Deposit. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Interim Cash Deposit, in whole or in part, to thetransferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreedthat the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Interim Cash Deposit to a new landlord. Tenanthereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor statute.21.4 Transfer and Encumbrance. The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtainingTenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to Landlord’s lender, regardless of whether or not suchtransfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease, or to any other party, person or entity, provided suchtransfer is part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease,Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, bereleased by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C toa new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and 140 NEW MONTGOMERY STREET -41- [Yelp Inc.]expense, execute and submit to the Bank such applications, documents and instruments as may be reasonably necessary to effectuate such transfer andLandlord shall be responsible for paying the Bank’s transfer and processing fees in connection therewith to the extent such fees are expressly set forth onExhibit G, attaché hereto.21.5 L-C Not a Security Deposit. Landlord and Tenant (1) acknowledge and agree that in no event or circumstance shall the L-C or any renewalthereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any law applicable to security deposits in thecommercial context, including, but not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amendedor succeeded (the “Security Deposit Laws”), (2) acknowledge and agree that the L-C (including any renewal thereof or substitute therefor or any proceedsthereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (3) waive any andall rights, duties and obligations that any such party may now, or in the future will, have relating to or arising from the Security Deposit Laws. Tenant herebyirrevocably waives and relinquishes the provisions of Section 1950.7 of the California Civil Code and any successor statute, and all other provisions of law,now or hereafter in effect, which (x) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (y) provide that alandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by atenant or to clean the premises, it being agreed that Landlord may, in addition, claim those sums specified in this Article 21 and/or those sums reasonablynecessary to (a) compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease, including any damages Landlord suffers followingtermination of this Lease, and/or (b) compensate Landlord for any and all damages arising out of, or incurred in connection with, the termination of thisLease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code.21.6 Non-Interference By Tenant. Tenant agrees not to interfere in any way with any payment to Landlord of the proceeds of the L-C, either prior to orfollowing a “draw” by Landlord of all or any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s rightto draw down all or any portion of the L-C. No condition or term of this Lease shall be deemed to render the L-C conditional and thereby afford the Bank ajustification for failing to honor a drawing upon such L-C in a timely manner. Tenant shall not request or instruct the Bank of any L-C to refrain from payingsight draft(s) drawn under such L-C.21.7 Waiver of Certain Relief. Tenant unconditionally and irrevocably waives (and as an independent covenant hereunder, covenants not to assert)any right to claim or obtain any of the following relief in connection with the L-C:(a) 21.7.1 A temporary restraining order, temporary injunction, permanent injunction, or other order that would prevent, restrain orrestrict the presentment of sight drafts drawn under any L-C or the Bank’s honoring or payment of sight draft(s); or(b) 21.7.2 Any attachment, garnishment, or levy in any manner upon either the proceeds of any L-C or the obligations of the Bank (eitherbefore or after the presentment to the Bank of sight drafts drawn under such L-C) based on any theory whatever.21.8 Remedy for Improper Drafts. Tenant’s sole remedy in connection with the improper presentment or payment of sight drafts drawn under any L-Cshall be the right to obtain from Landlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which weremisapplied, together with interest at the Interest Rate and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Tenantincreases the amount of such L-C to the amount (if any) then required under the applicable provisions of this Lease. Tenant acknowledges that thepresentment of sight drafts drawn under any L-C, or the Bank’s payment of sight drafts drawn under such L-C, could not under any circumstances causeTenant injury that could not be remedied by an award of money damages, and that the recovery of money damages would be an adequate remedy therefor. Inthe event Tenant shall be entitled to a refund as aforesaid and Landlord shall fail to make such payment within ten (10) business days after demand, Tenantshall have the right to deduct the amount thereof together with interest thereon at the Interest Rate from the next installment(s) of Base Rent. 140 NEW MONTGOMERY STREET -42- [Yelp Inc.]ARTICLE 22ROOFTOP SATELLITE DISH22.1 In General. At any time during the Lease Term, subject to the terms of this Lease, including this Article 22, Tenant may install, at Tenant’s solecost and expense, three (3) telecommunications antennas, and associated equipment (collectively, the “Telecommunications Equipment”) upon the roof ofthe Building, in the area shown on Exhibit I, attached hereto, to serve Tenant’s needs within the Premises. All such antennas shall be of reasonable size,taking into account the size of antennas that the landlords of the Comparable Buildings are allowing their tenants to install upon the roof of the ComparableBuildings, and any transmitting antenna installed by Tenant shall be a uni-directional antenna (as opposed to omni-directional or bi-directional) for point-to-point transmission only in order to reasonable minimize any potential interference with any antennas installed on the roof of the Building by Landlord orother tenant of the Building. Tenant shall not be obligated to pay any rent or other additional charge for the use of such roof space. Tenant shall also havereasonable access to Building shafts as necessary to accommodate the use of the Telecommunications Equipment. The Telecommunications Equipment shallbe deemed an Alteration and the installation thereof shall be subject to the terms of Article 8 of this Lease. The physical appearance and all plans andspecifications of the Telecommunications Equipment shall be subject to Landlord’s reasonable approval, the location of any such installation of theTelecommunications Equipment shall be designated by Landlord, and Landlord may require Tenant to install screening around such TelecommunicationsEquipment, at Tenant’s sole cost and expense, as reasonably designated by Landlord. Tenant shall be responsible, at Tenant’s sole cost and expense, for(i) obtaining all permits or other governmental approvals required in connection with the Telecommunications Equipment, (ii) repairing and maintaining andcausing the Telecommunications Equipment to comply with all applicable laws, and (iii) prior to the expiration or earlier termination of this Lease, removalof the Telecommunications Equipment and all associated wiring (and the restoration of all affected areas to the condition existing prior to the installationthereof). In no event shall Tenant permit the Telecommunications Equipment to interfere with the Building systems or any other communications equipmentat the Building. Tenant will be responsible for resolving technical interference problems between its Telecommunications Equipment and other equipmentlocated at the Building as of the Lease Commencement Date or between any additional or replacement Telecommunications Equipment installed by Tenantfrom time to time pursuant to the terms of this Lease and other equipment then located on the Building. The Telecommunications Equipment will not disturbthe communications configurations, equipment and frequency which exist at the Building as of the Lease Commencement Date and the TelecommunicationsEquipment will comply with all non-interference rules of the FCC. Provided that the Telecommunications Equipment does not unreasonably restrictLandlord’s ability to allow other equipment to be installed on the roof of the Building without interfering with the Telecommunication Equipment, Landlordwill not permit the installation of any future equipment on the Building which results in technical interference problems with Tenant’s then existingTelecommunications Equipment. In the event of such interference with Tenant’s operations, Tenant will notify Landlord in writing, and Landlord shallcorrect such interference within ten (10) business days.22.2 Tenant Indemnity. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expenseand liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause related toTenant’s installation, use, repair or maintenance or any other matter relating to or in connection with the Telecommunications Equipment. Tenant shall notbe entitled to license its Telecommunications Equipment to any third party, nor shall Tenant be permitted to receive any revenues, fees or any otherconsideration for the use of such Telecommunications Equipment by an third party. Tenant’s right to install such Telecommunication Equipment shall benon-exclusive, and Tenant hereby expressly acknowledges Landlord’s continued right (i) to itself utilize any rooftop space, and (ii) to re-sell, license or leaseany rooftop space to an unaffiliated third party. In the event Tenant elects to exercise its right to install the Telecommunication Equipment, then Tenant shallgive Landlord prior notice thereof and, at Landlord’s option, Landlord and Tenant shall execute an amendment to this Lease covering the matters addressedin this Article 22, the payment for installation costs of the Telecommunications Equipment, the installation and maintenance of such TelecommunicationsEquipment, Tenant’s indemnification of Landlord with respect thereto, Tenant’s obligation to remove such Telecommunications Equipment (and restore theroof to its previously existing condition) upon the expiration or earlier termination of this Lease, and other related matters. 140 NEW MONTGOMERY STREET -43- [Yelp Inc.]ARTICLE 23SIGNS23.1 Full Floors. Subject to Landlord’s prior written approval, in its sole discretion, and provided all signs are in keeping with the quality of theBuilding and Project and do not alter or damage the historic materials in the Building, Tenant, if the Premises comprise an entire floor of the Building, at itssole cost and expense, may install identification signage anywhere in the Premises including in the elevator lobby of the Premises, provided that such signsmust not be visible from the exterior of the Building.23.2 Multi-Tenant Floors. If other tenants occupy space on the floor on which the Premises is located, Tenant’s identifying signage shall be providedby Landlord, at Tenant’s cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Building and shall comply withLandlord’s then-current Building standard signage program.23.3 Prohibited Signage and Other Items. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not beenseparately approved by Landlord may be removed after two (2) business days prior notice by Landlord at the sole expense of Tenant. Tenant may not installany signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind theLandlord-approved window coverings for the Building), or other items visible from the exterior of the Premises or Building, shall be subject to the priorapproval of Landlord, in its sole discretion.23.4 Building Directory. If Landlord elects, in Landlord sole and absolute discretion, to install an electronic building directory in the Building lobby,then Tenant shall have the right, at no charge to Tenant, to have Tenant’s name and the names of all of Tenant’s employees at the Premises entered into suchelectronic directory in the lobby of the Building. If Landlord does not install an electronic building directory, Tenant shall be entitled to its prorata share ofany other directory maintained by Landlord in the Building lobby.23.5 Tenant Exterior Signage Rights. Tenant’s rights to the “Tenant’s Signage,” as defined in this Section 23.5, below, shall be personal to theOriginal Tenant and any Permitted Transferee. The exact location of, and specifications for, the Tenant Signage shall be subject to Landlord’s reasonableapproval. Provided the Original Tenant or a Permitted Transferee leases and occupies not less than seventy-five percent (75%) of the initial Premises, OriginalTenant and any Permitted Transferee shall be entitled to install one street-level plaque on the outside of the Building near the primary lobby entrance(“Tenant’s Signage”). Tenant’s Signage shall be subject to the terms and conditions set forth in Sections 23.5.1 through 23.5.3, below.23.5.1 Specifications and Permits. Tenant’s Signage shall set forth Tenant’s name and logo; provided, however, in no event shall Tenant’sSignage include an “Objectionable Name,” as that term is defined in Section 23.5.2, of this Lease. The graphics, materials, color, design, lettering, lighting,size, illumination, specifications and exact location of Tenant’s Signage (collectively, the “Sign Specifications”) shall be subject to the prior writtenapproval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be consistent and compatible with the qualityand nature of the Project. For purposes of this Section 23.5, the reference to “name” shall mean name and/or logo. In addition, Tenant’s Signage shall besubject to Tenant’s receipt of all required governmental permits and approvals and shall be subject to all applicable laws. Tenant hereby acknowledges that,notwithstanding Landlord’s approval of Tenant’s Signage, Landlord has made no representation or warranty to Tenant with respect to the probability ofobtaining all necessary governmental approvals and permits for Tenant’s Signage. In the event Tenant does not receive the necessary governmentalapprovals and permits for Tenant’s Signage, Tenant’s and Landlord’s rights and obligations under the remaining terms and conditions of this Lease shall beunaffected.23.5.2 Objectionable Name. Original Tenant’s name and/or logo set forth on Tenant’s Signage shall not have a name which relates to an entitywhich is of a character or reputation, or is associated with a political faction or orientation, which is inconsistent with the quality of the Project, or whichwould otherwise reasonably offend a landlord of the Comparable Buildings (an “Objectionable Name”). The parties hereby agree that the name “Yelp” orany reasonable derivation thereof, shall not be deemed an Objectionable Name. 140 NEW MONTGOMERY STREET -44- [Yelp Inc.]23.5.3 Cost and Maintenance. The costs of the actual signs comprising Tenant’s Signage and the installation, design, construction, and any andall other costs associated with Tenant’s Signage, including, without limitation, utility charges and hook-up fees, permits, required Building structuralupgrades, and maintenance and repairs, shall be the sole responsibility of Tenant. Should Tenant’s Signage require repairs and/or maintenance, as determinedin Landlord’s reasonable judgment, Landlord shall have the right to provide notice thereof to Tenant and Tenant shall cause such repairs and/or maintenanceto be performed within thirty (30) days after receipt of such notice from Landlord, at Tenant’s sole cost and expense; provided, however, if such repairs and/ormaintenance are reasonably expected to require longer than thirty (30) days to perform, Tenant shall commence such repairs and/or maintenance within suchthirty (30) day period and shall diligently prosecute such repairs and maintenance to completion. Should Tenant fail to perform such repairs and/ormaintenance within the periods described in the immediately preceding sentence, Landlord shall have the right to cause such work to be performed and tocharge Tenant as Additional Rent for the cost of such work. Upon the expiration or earlier termination of this Lease, or in the event Tenant fails to maintainthe leasing and occupancy thresholds identified in Sections 23.5, above, Tenant shall, at Tenant’s sole cost and expense, cause Tenant’s Signage to beremoved and shall cause the areas in which such Tenant’s Signage was located to be restored to the condition existing immediately prior to the placement ofsuch Tenant’s Signage (excepting normal wear and tear). If Tenant fails to timely remove such Tenant’s Signage or to restore the areas in which such Tenant’sSignage was located, as provided in the immediately preceding sentence, then Landlord may perform such work, and all costs incurred by Landlord in soperforming shall be reimbursed by Tenant to Landlord within thirty (30) days after Tenant’s receipt of an invoice therefor. The terms and conditions of thisSection 23.5 shall survive the expiration or earlier termination of this Lease.ARTICLE 24COMPLIANCE WITH LAWTenant shall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute,ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated (collectively, “ApplicableLaws”). At its sole cost and expense, Tenant shall promptly comply with any Applicable Laws which relate to (i) Tenant’s use of the Premises, (ii) anyAlterations made by Tenant to the Premises, and any Tenant Improvements in the Premises, or (iii) the Base Building, but as to the Base Building, only to theextent such obligations are triggered by Alterations made by Tenant to the Premises to the extent such Alterations are not normal and customary businessoffice improvements, or triggered by the Tenant Improvements to the extent such Tenant Improvements are not normal and customary business officeimprovements, or triggered by Tenant’s use of the Premises for non-general office use. Should any standard or regulation now or hereafter be imposed onLandlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health orsafety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards orregulations. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises as are required to comply with the governmentalrules, regulations, requirements or standards described in this Article 24. The judgment of any court of competent jurisdiction or the admission of Tenant inany judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of thatfact as between Landlord and Tenant. Landlord shall comply with all Applicable Laws relating to the Base Building, provided that compliance with suchApplicable Laws is not the responsibility of Tenant under this Lease, and provided further that Landlord’s failure to comply therewith would prohibit Tenantfrom obtaining or maintaining a certificate of occupancy for the Premises, or would affect the safety of Tenant’s employees or create a health hazard forTenant’s employees, or would otherwise adversely affect Tenant’s use of or access to the Premises. Landlord shall be permitted to include in OperatingExpenses any costs or expenses incurred by Landlord under this Article 24 to the extent not prohibited by the terms of Section 4.2.4 above.ARTICLE 25LATE CHARGESIf any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee when due, then Tenant shall payto Landlord a late charge equal to the greater of (a) three percent (3%) of the overdue amount, and (b) $150.00, plus any reasonable attorneys’ fees incurredby Landlord by reason of Tenant’s failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and theright to 140 NEW MONTGOMERY STREET -45- [Yelp Inc.]require it shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or aslimiting Landlord’s remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paidwithin thirty (30) days after the date they are due shall bear interest from the date when due until paid at a rate per annum equal to the lesser of (i) twelvepercent (12%) (the “Interest Rate”), and (ii) the highest rate permitted by applicable law.ARTICLE 26LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT26.1 Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s solecost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform anyobligation under this Lease, and such failure shall continue in excess of the time allowed under Section 19.1.2, above, unless a specific time period isotherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waivingits rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.26.2 Tenant’s Reimbursement. Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, upon delivery byLandlord to Tenant of statements therefor: (i) sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with theremedying by Landlord of Tenant’s defaults pursuant to the provisions of Section 26.1; (ii) sums equal to all losses, costs, liabilities, damages and expensesreferred to in Article 10 of this Lease; and (iii) sums equal to all expenditures made and obligations incurred by Landlord in collecting or attempting tocollect the Rent or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, including, without limitation, allreasonable legal fees and other amounts so expended. Tenant’s obligations under this Section 26.2 shall survive the expiration or sooner termination of theLease Term.ARTICLE 27ENTRY BY LANDLORDLandlord reserves the right, on not less than one (1) business days prior written notice and during Building Hours (except in the case of an Emergency)to enter the Premises to (i) inspect them; (ii) show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlyinglessors or insurers or, during the last twelve (12) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improveor repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and equipment, subject,however to the requirements of Section 7.1 above. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises atany time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner providedherein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, exceptas otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes. Tenant hereby waives any claims fordamages or for any injuries or inconvenience to or interference with Tenant’s business and/or lost profits occasioned thereby, provided that the foregoingshall not limit Landlord’s liability, if any, pursuant to Applicable Law for personal injury and property damage to the extent caused by the negligence orwillful misconduct of Landlord, its agents, employees or contractors. Provided that Landlord employs commercially reasonable efforts to minimizeinterference with the conduct of Tenant’s business in connection with entries into the Premises, Tenant hereby waives any claims for loss of occupancy orquiet enjoyment of the Premises in connection with such entries. For each of the above purposes, Landlord shall at all times have a key with which to unlockall the doors in the Premises, excluding Tenant’s vaults, safes and special security areas designated in advance by Tenant. In an emergency, Landlord shallhave the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord in themanner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive evictionof Tenant from any portion of the Premises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations ordecorations except as otherwise expressly agreed to be performed by Landlord herein. 140 NEW MONTGOMERY STREET -46- [Yelp Inc.]ARTICLE 28COMMUNICATIONS AND COMPUTER LINESTenant may install, maintain, replace, remove or use any communications or computer wires and cables serving the Premises (collectively, the“Lines”), provided that (i) Tenant shall obtain Landlord’s prior written consent, use an experienced and qualified contractor reasonably approved in writingby Landlord, and comply with all of the other provisions of Articles 7 and 8 of this Lease, (ii) an acceptable number of spare Lines and space for additionalLines shall be maintained for existing and future occupants of the Project, as determined in Landlord’s reasonable opinion, (iii) the Lines therefor (includingriser cables) shall be appropriately insulated to prevent excessive electromagnetic fields or radiation, shall be surrounded by a protective conduit reasonablyacceptable to Landlord, and shall be identified in accordance with the “Identification Requirements,” as that term is set forth hereinbelow, (iv) any new orexisting Lines servicing the Premises shall comply with all applicable governmental laws and regulations, (v) as a condition to permitting the installation ofnew Lines, Landlord may require that Tenant remove existing Lines located in or serving the Premises and repair any damage in connection with suchremoval, and (vi) Tenant shall pay all costs in connection therewith. All Lines shall be clearly marked with adhesive plastic labels (or plastic tags attached tosuch Lines with wire) to show Tenant’s name, suite number, telephone number and the name of the person to contact in the case of an emergency (A) everyfour feet (4’) outside the Premises (specifically including, but not limited to, the electrical room risers and other Common Areas), and (B) at the Lines’termination point(s) (collectively, the “Identification Requirements”). Landlord reserves the right (by notice to Tenant at any time prior to the expiration orearlier termination of this Lease) to require that Tenant, prior to the expiration or earlier termination of this Lease, remove any Lines located in or serving thePremises.ARTICLE 29MISCELLANEOUS PROVISIONS29.1 Terms; Captions. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The necessary grammaticalchanges required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in allcases be assumed as though in each case fully expressed. The captions of Articles and Sections are for convenience only and shall not be deemed to limit,construe, affect or alter the meaning of such Articles and Sections.29.2 Binding Effect. Subject to all other provisions of this Lease, each of the covenants, conditions and provisions of this Lease shall extend to andshall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective heirs, personal representatives,successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.29.3 No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenantby this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs,improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution ofTenant’s obligations under this Lease.29.4 Modification of Lease. Should any current or prospective mortgagee or ground lessor for the Building or Project require a modification of thisLease, which modification will not cause an increased cost or expense to Tenant or in any other way materially and adversely change the rights andobligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents arereasonably required therefor and to deliver the same to Landlord within ten (10) business days following a request therefor. At the request of Landlord or anymortgagee or ground lessor, Tenant agrees to execute a short form of Lease and deliver the same to Landlord within ten (10) business days following therequest therefor.29.5 Transfer of Landlord’s Interest. Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project orBuilding and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall be released from all liability under this Lease if the newowner agrees in writing that all such liabilities and obligations are binding upon the new owner, and Tenant agrees to look solely to such transferee for the 140 NEW MONTGOMERY STREET -47- [Yelp Inc.]performance of Landlord’s obligations hereunder after the date of transfer and such transferee shall be deemed to have fully assumed and be liable for allobligations of this Lease to be performed by Landlord, including the return of any Security Deposit, and Tenant shall attorn to such transferee.29.6 Prohibition Against Recording. Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or otherwriting with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.29.7 Landlord’s Title. Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to doany act which can, shall or may encumber the title of Landlord.29.8 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create therelationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant.29.9 Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant’sdesignation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect.29.10 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.29.11 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder ofthis Lease, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid orunenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullestextent possible permitted by law.29.12 No Warranty. In executing and delivering this Lease, Tenant has not relied on any representations, including, but not limited to, anyrepresentation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishingthe same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein orin one or more of the exhibits attached hereto.29.13 Landlord Exculpation. The liability of Landlord or the Landlord Parties to Tenant for any default by Landlord under this Lease or arising inconnection herewith or with Landlord’s operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or thePremises shall be limited solely and exclusively to an amount which is equal to the equity interest of Landlord in the Building and the rents, issues andprofits therefrom. Neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives andreleases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in thisSection 29.13 shall inure to the benefit of Landlord’s and the Landlord Parties’ present and future partners, beneficiaries, officers, directors, trustees,shareholders, agents and employees, and their respective partners, heirs, successors and assigns. Under no circumstances shall any present or future partner ofLandlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance ofLandlord’s obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under anycircumstances for injury or damage to, or interference with, Tenant’s business, including but not limited to, loss of profits, loss of rents or other revenues, lossof business opportunity, loss of goodwill or loss of use, in each case, however occurring.29.14 Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and thisLease constitutes the parties’ entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations,arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subjectmatter thereof, and none thereof shall be used to interpret or construe this Lease. None of the terms, covenants, conditions or provisions of this Lease can bemodified, deleted or added to except in writing signed by the parties hereto. 140 NEW MONTGOMERY STREET -48- [Yelp Inc.]29.15 Right to Lease. Except as expressly provided in this Section 29.15, Landlord reserves the absolute right to effect such other tenancies in theProject as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building or Project. Tenant does not relyon the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Buildingor Project. Landlord agrees, during any time that the Original Tenant is continuously operating its business from at least 75% of the Premises, Landlord shallnot enter into a lease for space in the Building with Google Inc. (“Google”); provided, however, in no event shall Landlord be deemed to be in breach of thisSection 29.15 if any tenant in the Building is acquired by or otherwise merges with Google after the date of such tenant’s lease. If Tenant fails tocontinuously operate its business from within at least 75% the Premises for more than six (6) months, or if the restriction set forth in this Section 29.15 isdeemed to be in violation of Applicable Law, then the leasing restrictions set forth in this Section 29.15 will automatically terminate. Tenant does herebyindemnify, defend and hold Landlord harmless from any claim, cost, loss or damage (including reasonable attorneys’ fees) incurred or alleged againstLandlord by any person, firm, corporation or other entity whatsoever by reason of Landlord’s compliance, or attempted compliance, with this Section 29.15,and in the event Landlord is made subject to any action, proceeding or penalty with respect to the provisions of this Section 29.15, Tenant will indemnify,defend and hold Landlord harmless from any cost, loss, claim or expense in respect thereto with counsel approved by Landlord, the actual out-of-pocket costsof such indemnification and defense (including reasonable attorneys fees) to be paid entirely by Tenant. Notwithstanding the foregoing, this Section 29.15will not apply to any leases entered into by Landlord prior to the date of this Lease (or any leases being circulated for signature prior to the date of thisLease), nor to any amendments or renewals of such leases.29.16 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability toobtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyondthe reasonable control of the party obligated to perform, except with respect to the obligations imposed with regard to Rent and other charges to be paid byTenant pursuant to this Lease (collectively, a “Force Majeure”), notwithstanding anything to the contrary contained in this Lease, shall excuse theperformance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance ofan obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure.29.17 Waiver of Redemption by Tenant. Tenant hereby waives, for Tenant and for all those claiming under Tenant, any and all rights now or hereafterexisting to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of thisLease. 140 NEW MONTGOMERY STREET -49- [Yelp Inc.]29.18 Notices. All notices, demands, statements, designations, approvals or other communications (collectively, “Notices”) given or required to begiven by either party to the other hereunder or by law shall be in writing, shall be (A) transmitted by telecopy, if such telecopy is promptly followed by aNotice sent by Mail, (B) delivered by a nationally recognized overnight courier, or (C) delivered personally. Any Notice shall be sent, transmitted, ordelivered, as the case may be, to Tenant at the appropriate address set forth in Section 10 of the Summary, or to such other place as Tenant may from time totime designate in a Notice to Landlord, or to Landlord at the addresses set forth below, or to such other places as Landlord may from time to time designate ina Notice to Tenant. Any Notice will be deemed given (i) the date the telecopy is transmitted, (ii) the date the overnight courier delivery is made, or (iii) thedate personal delivery is made. As of the date of this Lease, any Notices to Landlord must be sent, transmitted, or delivered, as the case may be, to thefollowing addresses:Wilson Meany Sullivan4 Embarcadero Center, Suite 3300San Francisco, CA 94111Attention: Paul RichardsandStockbridge Capital Group4 Embarcadero Center, Suite 3300San Francisco, CA 94111Attention: Stephen PilchandAllen Matkins Leck Gamble Mallory & Natsis LLP1901 Avenue of the StarsSuite 1800Los Angeles, California 90067Attention: Anton N. Natsis, Esq.29.19 Joint and Several. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.29.20 Authority. Each person executing this Lease on behalf of Landlord and Tenant hereby covenants and warrants that: (a) the entity on whosebehalf such person is signing is duly organized and validly existing under the laws of its state of organization; (b) such entity has and is qualified to dobusiness in California; (c) such entity has full right and authority to enter, into this Lease and to perform all Landlord’s or Tenant’s, as the case may be,obligations hereunder; and (d) each person (and both of the persons if more than one signs) signing this Lease on behalf of Landlord or Tenant, as applicable,is duly and validly authorized to do so.29.21 Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum dueunder this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all costs and expenses, includingreasonable attorneys’ fees, incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall bedeemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment.29.22 Governing Law; JUDICIAL REFERENCE. This Lease shall be construed and enforced in accordance with the laws of the State of California.THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISINGOUT OF OR RELATING TO THIS LEASE. IF THE JURY WAIVER PROVISIONS OF THIS SECTION 29.22 ARE NOT ENFORCEABLE UNDERCALIFORNIA LAW, THEN THE FOLLOWING PROVISIONS SHALL APPLY. IT IS THE DESIRE AND INTENTION OF THE PARTIES TO AGREE UPON AMECHANISM AND PROCEDURE UNDER WHICH CONTROVERSIES AND DISPUTES ARISING OUT OF THIS LEASE OR RELATED TO THEPREMISES WILL BE RESOLVED IN A PROMPT AND EXPEDITIOUS MANNER. ACCORDINGLY, EXCEPT WITH RESPECT TO ACTIONS FORUNLAWFUL OR FORCIBLE DETAINER OR WITH RESPECT TO THE PREJUDGMENT REMEDY OF ATTACHMENT, ANY ACTION, PROCEEDING ORCOUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES,AGENTS OR SUBSIDIARIES OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITHTHIS LEASE, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE, WHETHER SOUNDING INCONTRACT, TORT, OR OTHERWISE, SHALL BE HEARD AND RESOLVED BY A REFEREE UNDER THE PROVISIONS OF THE CALIFORNIA CODEOF CIVIL 140 NEW MONTGOMERY STREET -50- [Yelp Inc.]PROCEDURE, SECTIONS 638 — 645.1, INCLUSIVE (AS SAME MAY BE AMENDED, OR ANY SUCCESSOR STATUTE(S) THERETO) (THE “REFEREESECTIONS”). ANY FEE TO INITIATE THE JUDICIAL REFERENCE PROCEEDINGS AND ALL FEES CHARGED AND COSTS INCURRED BY THEREFEREE SHALL BE PAID BY THE PARTY INITIATING SUCH PROCEDURE (EXCEPT THAT IF A REPORTER IS REQUESTED BY EITHER PARTY,THEN A REPORTER SHALL BE PRESENT AT ALL PROCEEDINGS WHERE REQUESTED AND THE FEES OF SUCH REPORTER – EXCEPT FORCOPIES ORDERED BY THE OTHER PARTIES – SHALL BE BORNE BY THE PARTY REQUESTING THE REPORTER); PROVIDED HOWEVER, THATALLOCATION OF THE COSTS AND FEES, INCLUDING ANY INITIATION FEE, OF SUCH PROCEEDING SHALL BE ULTIMATELY DETERMINED INACCORDANCE WITH SECTION 29.21 ABOVE. THE VENUE OF THE PROCEEDINGS SHALL BE IN THE COUNTY IN WHICH THE PREMISES ARELOCATED. WITHIN TEN (10) DAYS OF RECEIPT BY ANY PARTY OF A WRITTEN REQUEST TO RESOLVE ANY DISPUTE OR CONTROVERSYPURSUANT TO THIS SECTION 29.22, THE PARTIES SHALL AGREE UPON A SINGLE REFEREE WHO SHALL TRY ALL ISSUES, WHETHER OF FACTOR LAW, AND REPORT A FINDING AND JUDGMENT ON SUCH ISSUES AS REQUIRED BY THE REFEREE SECTIONS. IF THE PARTIES AREUNABLE TO AGREE UPON A REFEREE WITHIN SUCH TEN (10) DAY PERIOD, THEN ANY PARTY MAY THEREAFTER FILE A LAWSUIT IN THECOUNTY IN WHICH THE PREMISES ARE LOCATED FOR THE PURPOSE OF APPOINTMENT OF A REFEREE UNDER THE REFEREE SECTIONS. IFTHE REFEREE IS APPOINTED BY THE COURT, THE REFEREE SHALL BE A NEUTRAL AND IMPARTIAL RETIRED JUDGE WITH SUBSTANTIALEXPERIENCE IN THE RELEVANT MATTERS TO BE DETERMINED, FROM JAMS, THE AMERICAN ARBITRATION ASSOCIATION OR SIMILARMEDIATION/ARBITRATION ENTITY. THE PROPOSED REFEREE MAY BE CHALLENGED BY ANY PARTY FOR ANY OF THE GROUNDS LISTED INTHE REFEREE SECTIONS. THE REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES OF FACT AND LAW AND REPORT HIS OR HERDECISION ON SUCH ISSUES, AND TO ISSUE ALL RECOGNIZED REMEDIES AVAILABLE AT LAW OR IN EQUITY FOR ANY CAUSE OF ACTIONTHAT IS BEFORE THE REFEREE, INCLUDING AN AWARD OF ATTORNEYS’ FEES AND COSTS IN ACCORDANCE WITH THIS LEASE. THEREFEREE SHALL NOT, HOWEVER, HAVE THE POWER TO AWARD PUNITIVE DAMAGES, NOR ANY OTHER DAMAGES WHICH ARE NOTPERMITTED BY THE EXPRESS PROVISIONS OF THIS LEASE, AND THE PARTIES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SUCHDAMAGES. THE PARTIES SHALL BE ENTITLED TO CONDUCT ALL DISCOVERY AS PROVIDED IN THE CALIFORNIA CODE OF CIVILPROCEDURE, AND THE REFEREE SHALL OVERSEE DISCOVERY AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER ASANY TRIAL COURT JUDGE, WITH RIGHTS TO REGULATE DISCOVERY AND TO ISSUE AND ENFORCE SUBPOENAS, PROTECTIVE ORDERS ANDOTHER LIMITATIONS ON DISCOVERY AVAILABLE UNDER CALIFORNIA LAW. THE REFERENCE PROCEEDING SHALL BE CONDUCTED INACCORDANCE WITH CALIFORNIA LAW (INCLUDING THE RULES OF EVIDENCE), AND IN ALL REGARDS, THE REFEREE SHALL FOLLOWCALIFORNIA LAW APPLICABLE AT THE TIME OF THE REFERENCE PROCEEDING. THE PARTIES SHALL PROMPTLY AND DILIGENTLYCOOPERATE WITH ONE ANOTHER AND THE REFEREE, AND SHALL PERFORM SUCH ACTS AS MAY BE NECESSARY TO OBTAIN A PROMPTAND EXPEDITIOUS RESOLUTION OF THE DISPUTE OR CONTROVERSY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 29.22. IN THISREGARD, THE PARTIES AGREE THAT THE PARTIES AND THE REFEREE SHALL USE BEST EFFORTS TO ENSURE THAT (A) DISCOVERY BECONDUCTED FOR A PERIOD NO LONGER THAN SIX (6) MONTHS FROM THE DATE THE REFEREE IS APPOINTED, EXCLUDING MOTIONSREGARDING DISCOVERY, AND (B) A TRIAL DATE BE SET WITHIN NINE (9) MONTHS OF THE DATE THE REFEREE IS APPOINTED. INACCORDANCE WITH SECTION 644 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, THE DECISION OF THE REFEREE UPON THE WHOLEISSUE MUST STAND AS THE DECISION OF THE COURT, AND UPON THE FILING OF THE STATEMENT OF DECISION WITH THE CLERK OF THECOURT, OR WITH THE JUDGE IF THERE IS NO CLERK, JUDGMENT MAY BE 140 NEW MONTGOMERY STREET -51- [Yelp Inc.]ENTERED THEREON IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. ANY DECISION OF THE REFEREE AND/ORJUDGMENT OR OTHER ORDER ENTERED THEREON SHALL BE APPEALABLE TO THE SAME EXTENT AND IN THE SAME MANNER THAT SUCHDECISION, JUDGMENT, OR ORDER WOULD BE APPEALABLE IF RENDERED BY A JUDGE OF THE SUPERIOR COURT IN WHICH VENUE ISPROPER HEREUNDER. THE REFEREE SHALL IN HIS/HER STATEMENT OF DECISION SET FORTH HIS/HER FINDINGS OF FACT ANDCONCLUSIONS OF LAW. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE INACCORDANCE WITH THE CODE OF CIVIL PROCEDURE. NOTHING IN THIS SECTION 29.22 SHALL PREJUDICE THE RIGHT OF ANY PARTY TOOBTAIN PROVISIONAL RELIEF OR OTHER EQUITABLE REMEDIES FROM A COURT OF COMPETENT JURISDICTION AS SHALL OTHERWISE BEAVAILABLE UNDER THE CODE OF CIVIL PROCEDURE AND/OR APPLICABLE COURT RULES.29.23 Submission of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of, option for oroption to lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.29.24 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connectionwith the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “Brokers”), and that theyknow of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend theother party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (includingwithout limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of anydealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party.29.25 Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and notdependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forthherein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amountsowing hereunder against Landlord.29.26 Project or Building Name and Signage. Landlord shall have the right at any time to change the name of the Project or Building and to install,affix and maintain any and all signs on the exterior and on the interior of the Project or Building as Landlord may, in Landlord’s sole discretion, desire,provided that it does not materially interfere with Tenant’s exterior signage, if any. Tenant shall not use the name of the Project or Building or use pictures orillustrations of the Project or Building in advertising or other publicity or for any purpose other than as the address of the business to be conducted by Tenantin the Premises, without the prior written consent of Landlord.29.27 Counterparts. This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Bothcounterparts shall be construed together and shall constitute a single lease.29.28 Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are confidential information. Tenant shall keepsuch confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial,legal, and space planning consultants, provided that the foregoing shall not apply to the extent Tenant is legally compelled (by oral questions,interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or by law or regulation to disclose any suchconfidential information. In addition, neither party will publish, release or publicize in any medium, print or electronic, or otherwise disclose anything aboutthis Lease or the negotiations regarding the Lease without the express written consent of the other party, which consent shall not be unreasonably withheld.Notwithstanding the foregoing, Landlord and Tenant shall reasonably cooperate in good faith in order to mutually issue a press release, and a notice to theMayor of San Francisco’s office, with respect to the execution of this Lease and, when applicable, with respect to the commencement of business from thePremises by Tenant. 140 NEW MONTGOMERY STREET -52- [Yelp Inc.]29.29 Building Renovations. It is specifically understood and agreed that Landlord has no obligation and has made no promises to alter, remodel,improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or theBuilding have been made by Landlord to Tenant except as specifically set forth herein or in the Tenant Work Letter. However, Tenant hereby acknowledgesthat Landlord is currently renovating or may during the Lease Term renovate, improve, alter, or modify (collectively, the “Renovations”) the Project, theBuilding and/or the Premises. Landlord shall use commercially reasonable efforts to complete any Renovations in a manner which does not adversely affectTenant’s use of or access to the Premises. Notwithstanding the foregoing, Tenant hereby agrees that such Renovations shall in no way constitute aconstructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility and shall not be liable to Tenant for anyinjury to or interference with Tenant’s business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord forloss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Renovations, or for anyinconvenience or annoyance occasioned by such Renovations.29.30 No Violation. Each party hereby warrants and represents to the other that neither its execution of nor performance under this Lease shall causesuch party to be in violation of any agreement, instrument, contract, law, rule or regulation by which such party is bound, and each party shall protect,defend, indemnify and hold the other party harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, withoutlimitation, reasonable attorneys’ fees and costs, arising from such indemnifying party’s breach of this warranty and representation.29.31 Transportation Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation ortraffic in and around the Project and/or the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning andmanagement of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or anyother transportation-related committees or entities. Such programs may include, without limitation: (i) restrictions on the number of peak-hour vehicle tripsgenerated by Tenant; (ii) increased vehicle occupancy; (iii) implementation of an in-house ridesharing program and an employee transportation coordinator;(iv) working with employees and any Project, Building or area-wide ridesharing program manager; (v) instituting employer-sponsored incentives (financial orin-kind) to encourage employees to rideshare; and (vi) utilizing flexible work shifts for employees.29.32 Tenant Parking. Original Tenant and any Permitted Transferee may rent, on a month-to-month basis, up to one (1) non-transferable parking passfor each full floor leased by Tenant in the Building, which passes shall be for unreserved parking spaces in the Building. If at any time during the Lease TermTenant rents less than the full number of parking passes that Tenant is allowed to rent pursuant to the terms of this Section 29.32, then the number of parkingpasses that Tenant shall have the right to rent pursuant to the terms of this Section 29.32 shall be decreased for the remainder of the Lease Term to the numberof parking passes actually rented by Tenant. Tenant shall pay Landlord each automobile parking pass on a monthly basis the prevailing rate charged fromtime to time at the location of such parking passes. Tenant shall supply Landlord with an identification roster listing, for each parking pass, the name of theemployee and the make, color and registration number of the vehicle to which such parking pass has been assigned, and shall provide a revised roster toLandlord monthly indicating changes thereto. Tenant’s continued right to use the parking passes is conditioned upon Tenant abiding by all rules andregulations which are prescribed from time to time for the orderly operation and use of the parking facility where the parking passes are located, includingany sticker or other identification system established by Landlord, Tenant’s cooperation in seeing that Tenant’s employees and visitors also comply withsuch rules and regulations and Tenant not being in default under this Lease; provided, however, Landlord shall not enact any such rules and regulationsintended to discriminate against Tenant vis-à-vis the other tenants of the Building. Landlord specifically reserves the right to change the size, configuration,design, layout and all other aspects of the Project parking facility at any time and Tenant acknowledges and agrees that Landlord may, without incurring anyliability to Tenant and without any abatement of Rent under this Lease, from time to time, close-off or restrict access to the Project parking facility forpurposes of permitting or facilitating any such construction, alteration or improvements. Landlord may delegate its responsibilities hereunder to a parkingoperator in which case such parking operator shall have all the rights of control attributed hereby to the Landlord. The parking passes rented by Tenantpursuant to this Section 29.32 are provided to Tenant solely for use by Tenant’s own personnel and such passes may not be transferred, assigned, subleased orotherwise alienated by Tenant without Landlord’s prior approval. The rights contained in this Section 29.32 shall be personal to Original Tenant and anyPermitted Transferee, may only be exercised by Original Tenant or a Permitted Transferee (and not any other assignee, sublessee or Transferee, of OriginalTenant’s interest in this Lease) if the Lease then remains in full force and effect and if Original Tenant or Permitted Transferee occupies at least seventy-fiepercent (75%) of the Premises. 140 NEW MONTGOMERY STREET -53- [Yelp Inc.]29.33 OFAC Compliance.29.33.1 Representations and Warranties. Tenant represents and warrants that (a) Tenant and each person or entity owning an interest in Tenantis (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Departmentof the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation(collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo,economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the funds orother assets of Tenant constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), (c) noEmbargoed Person has any interest of any nature whatsoever in Tenant (whether directly or indirectly), (d) none of the funds of Tenant have been derivedfrom any unlawful activity with the result that the investment in Tenant is prohibited by law or that the Lease, as amended, is in violation of law, and(e) Tenant has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true andcorrect at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but notlimited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and anyExecutive Orders or regulations promulgated thereunder with the result that the investment in Tenant is prohibited by law or Tenant is in violation of law.29.33.2 Compliance with Laws. Tenant covenants and agrees (a) to comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, (b) to immediately notify Landlord in writing if any of the representations,warranties or covenants set forth in this paragraph or the preceding Section are no longer true or have been breached or if Tenant has a reasonable basis tobelieve that they may no longer be true or have been breached, (c) not to use funds from any “Prohibited Person” (as such term is defined in the September 24,2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make anypayment due to Landlord under the Lease, as amended, and (d) at the request of Landlord, to provide such information as may be requested by Landlord todetermine Tenant’s compliance with the terms hereof.29.33.3 Event of Default; Indemnity. Tenant hereby acknowledges and agrees that Tenant’s inclusion on the List at any time during the term ofthis Lease, shall be an event of default under this Lease. Notwithstanding anything herein to the contrary, Tenant shall not permit the Premises or any portionthereof to be used or occupied by any person or entity on the List or by any Embargoed Person (on a permanent, temporary or transient basis), and any suchuse or occupancy of the Premises by any such person or entity shall be an event of default under this Lease. Tenant shall indemnify and hold Landlordharmless and against from all losses, damages, liabilities, cost and expenses (including, without limitation, reasonable attorneys’ fees and expenses) that areincurred by Landlord and/or its affiliate that derive from a claim made by a third party against Landlord and/or its affiliates arising or alleged to arise from amisrepresentation made by Tenant hereunder or a breach of any covenant to be performed by Tenant under this Section 29.33.29.33.4 Documentation. Tenant shall provide documentary and other reasonable evidence of Tenant’s identity and ownership as may bereasonably requested by Landlord at any time to enable Landlord to verify Tenant’s identity or to comply with any legal request.29.34 Storage Space. Tenant shall lease from Landlord during the Term and any Option Term up to one thousand rentable square feet of storage spacefor Tenant’s exclusive use as storage for personal property used in connection with Tenant’s occupancy of the Premises. The location of the storage spaceshall be in the basement of the Building in an area reasonably designated by Landlord. Tenant agrees to accept the storage space in its then existing “as is”condition and to lease the storage space from Landlord in accordance with this Section 29.34 for the entire Lease Term (as the same may be extended).Tenant, at its sole cost and expense, will replace and pay for all lighting bulbs, tubes, ballasts and starters required for the storage space and must provide itsown janitorial services and any other services necessary for Tenant’s use of the storage space. Tenant must maintain the storage space in good and cleancondition during the term of this Lease. Tenant hereby agrees to pay monthly Base Rent for the storage space in an 140 NEW MONTGOMERY STREET -54- [Yelp Inc.]amount equal to the product of Two Dollars ($2.00) multiplied by the number of rentable square feet of floor area contained within such storage space.Tenant’s insurance and indemnity obligations set forth this Lease apply to the storage space as if it were a part of the Premises. Landlord has the right at anytime during the Lease Term, upon giving Tenant at least thirty (30) days prior written notice, at Landlord’s sole cost and expense, to move Tenant from thestorage space to comparable storage space (as reasonably determined by Landlord) elsewhere in the Building of approximately the same size as the priorstorage space. At Landlord’s option, Landlord and Tenant shall execute a separate storage agreement, in Landlord’s standard form for the Building, coveringthe matters addressed in this Section 29.34.29.35 Leasehold Title Insurance. Tenant has the right, exercisable within ninety (90) days after execution of this Lease, at Tenant’s sole cost andexpense, to order and obtain a title insurance policy, ensuring tenant’s leasehold estate in the Premises, subject only to such exceptions as Tenant reasonablyapproves.29.36 Payment/Work Under Protest. If at any time a dispute arises regarding any amount or sum of money to be paid by one party to the other underthe provisions hereof, the party against whom the obligation to pay is asserted has the right to make payment “under protest” any such payment will not beregarded as a voluntary payment. In additional the right on the part of said party to institute suit for the recovery of such sum will survive. If it is adjudgedthat there was no legal obligation on the part of said party to pay such sum or any part thereof, said party will be entitled to recover such sum or so muchthereof as it was not legally required to pay under the provisions of this Lease, with interest thereon at the Interest Rate. If at any time a dispute arises betweenthe parties hereto regarding any work to be performed by either of them under the provisions hereof, the party against whom the obligation to perform thework is asserted may perform such work and pay the cost thereof “under protest”. The performance of such work in no event shall be regarded as a voluntaryperformance, and the right on the part of said party to institute suit for the recovery of the costs of such work will survive. If it is adjudged that there was nolegal obligation on the part of said party to perform the same or any part thereof, said party will be entitled to recover the cost of such work or the cost of somuch thereof as said party was not legally required to perform under the provisions of this Lease, with interest thereon at the Interest Rate as may be adjustedfrom time-to-time. Whenever a payment is made or work is done “under protest”, as provided in this Section, the party doing so before making any suchpayment or doing any such work, must notify the other party in writing that it is doing so “under protest”. Landlord may collect any sum it is entitled tounder this Section as additional rent, and Tenant may, if it chooses, to the extent the Landlord entity is the same entity to which the payment under protestwas made, deduct any such sum from rents and many other sums thereafter becoming due hereunder from Tenant to Landlord.[Signatures follow on next page] 140 NEW MONTGOMERY STREET -55- [Yelp Inc.]IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written. LANDLORD: TENANT:STOCKBRIDGE 138 NEW MONTGOMERY LLC, aDelaware limited liability company YELP INC.,a Delaware corporationBy: /s/ Kristin Renaudin By: /s/ Rob KrolikName: Kristin Renaudin Name: Rob KrolikTitle: Vice President Title: CFO By: Name: Title: 140 NEW MONTGOMERY STREET -56- [Yelp Inc.]EXHIBIT A140 NEW MONTGOMERY STREETOUTLINE OF PREMISESNote: The following is applicable to floors 5 through 12 EXHIBIT A 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]EXHIBIT B140 NEW MONTGOMERY STREETTENANT WORK LETTERThis Tenant Work Letter shall set forth the terms and conditions relating to the construction of the Premises. This Tenant Work Letter is essentiallyorganized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction ofthe Premises. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portions of Articles 1 through 29 of theOffice Lease to which this Tenant Work Letter is attached as Exhibit B, and all references in this Tenant Work Letter to Sections of “this Tenant Work Letter”shall mean the relevant portions of Sections 1 through 5 of this Tenant Work Letter.SECTION 1DELIVERY OF THE PREMISES AND BASE BUILDING1.1 Delivery of Premises. Except as expressly set forth to the contrary in the Lease or this Tenant Work Letter, including without limitation inSection 1.2, below, Landlord shall deliver the Premises and Base Building to Tenant, and Tenant shall accept the Premises and Base Building from Landlord,in their presently existing, “as-is” condition.1.2 Landlord Work; Delivery Condition.1.2.1 Landlord Work. Landlord shall, to the extent required in order to allow Tenant to obtain a certificate of occupancy, or its legal equivalent,for the Premises for general office use, cause the Common Areas to comply with applicable building codes and other governmental laws, ordinances andregulations, related to handicap access, which were enacted and enforced as of the date of the Lease.1.2.2 Delivery Condition. Subject to changes required by Applicable Law, Landlord shall cause the Base Building to comply with theconditions set forth on Schedule 1, attached hereto, on or before the Lease Commencement Date.1.2.3 Delivery Dates. The date upon which Landlord, either itself or through its contractor, commences the Landlord Work shall be known as the“Landlord Work Delivery Date.” The date upon which Landlord delivers the Premises to Tenant in a condition which allows the construction of the TenantImprovements pursuant to the terms of this Tenant Work Letter without material interference from Landlord and/or its contractors in connection with thework being performed by Landlord pursuant to this Section 1.2 (the “Landlord Work”), shall be known as the “TI Commencement Delivery Date.” Inconnection with the performance of that portion the Landlord Work to be completed concurrently with the construction of the Tenant Improvements,Landlord and Tenant agree to reasonably cooperate in good faith with each other in order to minimize any interference with the work being performed by theother party. The date upon which the Tenant Improvements are substantially complete shall be known as the “TI Completion Delivery Date.”1.3 Substantial Completion of the Tenant Improvements. Except as expressly set forth in Section 2.5 of the Lease, and even though Landlord shallretain the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, below, Landlord shall have no liability to Tenant, and the LeaseCommencement Date shall not be adjusted, based on any delay in the TI Completion Delivery Date. EXHIBIT B 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]SECTION 2TENANT IMPROVEMENTS2.1 Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”)in the amount set forth in Section 13 of the Summary for the costs relating to the initial design and construction of Tenant’s improvements, which arepermanently affixed (including furniture, fixtures and equipment attached to the walls, ceiling or slab) to the Premises (the “Tenant Improvements”). In noevent shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant ImprovementAllowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant on or before the first (1) anniversary of the LeaseCommencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any TenantImprovements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, andrestrictions, including the requirement that any cabling infrastructure designer must be selected from a list provided by Landlord, and that the amount andlocation of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been madeavailable shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant prior to the end ofthe Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and torepair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to theinstallment of such Tenant Improvements; PROVIDED FURTHER; HOWEVER, THAT (i) NOTWITHSTANDING THE FOREGOING, UPONREQUEST BY TENANT AT THE TIME OF TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THE “FINAL WORKING DRAWINGS, ASTHAT TERM IS DEFINED IN SECTION 3.3, BELOW, LANDLORD SHALL NOTIFY TENANT WHETHER ALL OR ANY PORTION OF THETENANT IMPROVEMENTS WILL BE REQUIRED TO BE REMOVED PURSUANT TO THE TERMS OF THIS SECTION 2.1, (ii) in no event shallTenant be required to remove any Tenant Improvements which (a) are normal and customary business office improvements, (b) do not affect the BaseBuilding, and (c) cannot be seen from the exterior of the Premises, and (iii) in no event shall Tenant be required to remove the catering kitchen permittedpursuant to the terms of Section 5.1 of the Lease.2.2 Disbursement of the Tenant Improvement Allowance. Except as otherwise set forth in this Tenant Work Letter, the Tenant ImprovementAllowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process) only for the followingitems and costs (collectively the “Tenant Improvement Allowance Items”):2.2.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter,which fees shall, notwithstanding anything to the contrary contained in this Tenant Work Letter, not exceed an aggregate amount equal to $3.00 per rentablesquare foot of the Premises, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultantsin connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter;2.2.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;2.2.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, and trash removalcosts, and contractors’ fees and general conditions;2.2.4 The cost of any changes in the Base Building when such changes are required by the Construction Drawings, such cost to includeall direct architectural and/or engineering fees and expenses incurred in connection therewith;2.2.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable building codes (the“Code”); EXHIBIT B 140 NEW MONTGOMERY STREET -2- [Yelp Inc.]st2.2.6 The cost of connection of the Premises to the Building’s energy management systems;2.2.7 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Tenant Work Letter;2.2.8 Sales and use taxes and Title 24 fees; and2.2.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.2.3 Standard Tenant Improvement Package. Landlord has established specifications (the “Specifications”) for the Building standard components tobe used in the construction of the Tenant Improvements in the Premises (collectively, the “Standard Improvement Package”), which Specifications shall besupplied to Tenant by Landlord within ten (10) business days after full execution of this Lease. The quality of Tenant Improvements shall be equal to or ofgreater quality than the quality of the Specifications, provided that the Tenant Improvements shall comply with certain Specifications as designated byLandlord. Landlord may make changes to the Specifications for the Standard Improvement Package from time to time; provided however, Tenant shall not beobligated to comply with any such changes that are made after the date Landlord approves the Final Working Drawing, unless such change was required byApplicable Law.2.4 Landlord’s Drawing Contribution. In addition to the Tenant Improvement Allowance, Landlord shall reimburse Tenant up to an amount equal to$5,000.00 (“Landlord’s Drawing Contribution”) to reimburse Tenant for the cost of a preliminary space plan prepared by the “Architect,” as that term isdefined in Section 3.1, below. Landlord’s Drawing Contribution shall be paid by Landlord to Tenant after receipt of appropriate invoices and mechanic’s lienreleases.2.5 HVAC Allowance. Notwithstanding anything set forth in Section 3.2 of the Lease to the contrary, Tenant may elect, by written notice to Landlordon or before the Lease Commencement Date, to receive a credit against Tenant’s “HVAC Costs,” as that term is defined below, in lieu of the abatement ofBase Rent and Direct Expenses with respect to the fourth (4) full calendar month of the Lease Term (the “HVAC Credit”), as otherwise set forth inSection 3.2 of the Lease. If Tenant timely elects to receive the HVAC Credit, then the Base Rent and Direct Expenses applicable to the fourth (4) month ofthe Lease Term shall not be abated and instead Tenant shall receive a credit in the amount of up to $441,648.00 to be applied by Tenant towards Tenant’sHVAC Costs. As used herein, “HVAC Costs” shall mean the actual and reasonable out-of-pocket costs incurred by Tenant in connection with the installationof supplemental HVAC units in the Premises as part of the Tenant Improvements.SECTION 3CONSTRUCTION DRAWINGS3.1 Selection of Architect/Construction Drawings. Tenant shall retain the architect/space planner designated by Landlord (the “Architect”) to preparethe “Construction Drawings,” as that term is defined in this Section 3.1. For the purposes of this Tenant Work Letter, Studio O+A is hereby approved asTenant’s Architect. Tenant shall retain the engineering consultants reasonably approved by Landlord (the “Engineers”) to prepare all plans and engineeringworking drawings relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Premises, which work is not part ofthe Base Building. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “ConstructionDrawings.” All Construction Drawings shall comply with the drawing format and specifications reasonably determined by Landlord, and shall be subject toLandlord’s approval which will not be unreasonably withheld, conditioned or delayed. Tenant and Architect shall verify, in the field, the dimensions andconditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shallhave no responsibility in connection therewith. Landlord’s review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose andshall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters.Accordingly, notwithstanding that any Construction Drawings are reviewed by EXHIBIT B 140 NEW MONTGOMERY STREET -3- [Yelp Inc.]ththLandlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant byLandlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shallnot be responsible for any omissions or errors contained in the Construction Drawings, and Tenant’s waiver and indemnity set forth in this Lease shallspecifically apply to the Construction Drawings.3.2 Final Space Plan. Tenant hereby acknowledges that Landlord has provided to Tenant base building plans to allow to Tenant’s Architect (asidentified in Section 3.1 above) to prepare a space plan showing all demising walls, corridors, entrances, exits, doors, interior partitions, and the locations ofall offices, conference rooms, computer rooms, mini-service kitchens, and the reception area, and file rooms (“Final Space Plan”). Tenant shall supplyLandlord with four (4) copies signed by Tenant of the Final Space Plan. Landlord may request clarification or more specific drawings for special use items notincluded in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan for the Premisesif the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised to correctany deficiencies or other matters Landlord may reasonably require.3.3 Final Working Drawings. After the Final Space Plan has been approved by Landlord, Tenant shall supply the Engineers with a complete listing ofstandard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electricalreceptacle requirements for the Premises, to enable the Engineers and the Architect to complete the “Final Working Drawings” (as that term is defined below)in the manner as set forth below. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptly cause the Architect and theEngineers to complete the architectural and engineering drawings for the Premises, and Architect shall compile a fully coordinated set of architectural,structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain allapplicable permits (collectively, the “Final Working Drawings”) and shall submit the same to Landlord for Landlord’s approval. Tenant shall supplyLandlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenant within five (5) business days after Landlord’sreceipt of the Final Working Drawings for the Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shallimmediately revise the Final Working Drawings in accordance with such review and any disapproval of Landlord in connection therewith.3.4 Approved Working Drawings. The Final Working Drawings shall be approved by Landlord (the “Approved Working Drawings”) prior to thecommencement of construction of the Premises by Tenant. After approval by Landlord of the Final Working Drawings, Tenant may submit the same to theappropriate municipal authorities for all applicable building permits (the “Permits”). Tenant hereby agrees that neither Landlord nor Landlord’s consultantsshall be responsible for obtaining any building permit or certificate of occupancy for the Premises and that obtaining the same shall be Tenant’sresponsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial actsreasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the ApprovedWorking Drawings may be made without the prior written consent of Landlord, which consent may not be unreasonably withheld conditioned or delayed.SECTION 4CONSTRUCTION OF THE TENANT IMPROVEMENTS4.1 Tenant’s Selection of Contractors.4.1.1 The Contractor. A general contractor shall be retained by Landlord to construct the Tenant Improvements. Such general contractor(“Contractor”) shall be selected by Tenant from a list of general contractors prepared by Tenant and approved by Landlord, and Tenant shall deliver toLandlord notice of its selection of the Contractor upon such selection.4.1.2 Tenant’s Project Manager. Tenant shall retain a project manager (the “Project Manager”), subject to Landlord’s reasonable approval, tooversee the day-to-day construction of the Tenant Improvements and to direct the Contractor in connection with the construction of the TenantImprovements. For the purposes of this Tenant EXHIBIT B 140 NEW MONTGOMERY STREET -4- [Yelp Inc.]Work Letter, The CRE Group is hereby approved as Tenant’s Project Manager. Landlord shall cause the Contractor to reasonably cooperate with Tenant andthe Project Manager in connection with the construction of the Tenant Improvements.4.2 Construction of Tenant Improvements.4.2.1 Construction Contract; Cost Budget. Prior to Landlord’s execution of the construction contract and general conditions with Contractor (the“Contract”), Landlord shall submit the Contract to Tenant and Tenant shall have the right to negotiate the Contract directly with the Contractor, includingwithout limitation any Contractor penalties in the Contract for delays in connection with the substantial completion of the Tenant Improvements; provided,however, the final form of Contract shall be subject to Landlord’s reasonable approval. The remaining terms of the Contract shall be subject to Landlord’sapproval, which approval shall not be unreasonably withheld. Notwithstanding the fact that Landlord shall sign the Contract, Landlord shall only beobligated to use commercially reasonable efforts to enforce the terms of the Contract when directed by Tenant and/or the Project Manager, and Landlord shallhave no liability to Tenant if Contractor breaches its obligations under the Contract; provided, however, Landlord shall deliver to Tenant any and all penaltyamounts Landlord receives from Contractor due to Contractor’s failure to perform its obligations under the Contract. Prior to the commencement of theconstruction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailedbreakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1 through 2.2.9, above, inconnection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs forma basis for the amount of the Contract (the “Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Tenant shall identify theamount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Tenant ImprovementAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement ofconstruction of the Tenant Improvements). Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under thisTenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final Costs (after deducting from the FinalCosts any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement AllowanceItems incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant (the “Over-Allowance Payments”)shall be a condition to Landlord’s obligation to pay any amounts from the Tenant Improvement Allowance. In the event that, after the Final Costs have beendelivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessaryto such design and construction in excess of the Final Costs, shall be added to the Over-Allowance Amount and the Final Costs, and the Over-AllowancePayments shall be recalculated in accordance with the terms of the immediately preceding sentence. Notwithstanding anything set forth in this Tenant WorkLetter to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has approved the Contract, and (b) Tenant hasprocured and delivered to Landlord a copy of all Permits.4.2.2 Project Management .4.2.2.1 Landlord’s General Conditions for Project Manager and Tenant Improvement Work. Tenant shall cause the Project Manager tocomply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved Working Drawings; (ii) Landlord’s rulesand regulations for the construction of improvements in the Building, (iii) Project Manager shall submit schedules of all work relating to the Tenant’sImprovements to Contractor and Contractor shall, within five (5) business days of receipt thereof, inform Project Manager of any changes which are necessarythereto, and Project Manager shall adhere to such corrected schedule; and (iv) Tenant and the Project Manager shall abide by all reasonable rules made byLandlord’s Building manager with respect to the use of freight, loading dock and service elevators, storage of materials, coordination of work with thecontractors of other tenants, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the TenantImprovements. Tenant shall pay a logistical coordination fee (the “Coordination Fee”) to Landlord in an amount equal $49,072.00 (i.e., an amount equal to$0.50 per rentable square foot of the Premises), which Coordination Fee shall be for services relating to the coordination of the construction of the TenantImprovements. In the event of a conflict between the Approved Working Drawings and Landlord’s construction rules and regulations, Landlord, in its soleand absolute discretion, shall determine which shall prevail. EXHIBIT B 140 NEW MONTGOMERY STREET -5- [Yelp Inc.]4.2.2.2 Indemnity. Tenant’s indemnity of Landlord as set forth in this Lease shall also apply with respect to any and all costs, losses,damages, injuries and liabilities related in any way to any act or omission of Tenant or the Project Manager, or anyone directly or indirectly employed by anyof them, or in connection with Tenant’s non-payment of any amount arising out of the Tenant Improvements and/or Tenant’s disapproval of all or anyportion of any request for payment.4.2.3 Contractor’s Warranties and Guaranties. Landlord hereby assigns to Tenant all warranties and guaranties by Contractor relating to theTenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Tenant Improvements.4.2.4 Notice of Completion; Copy of Record Set of Plans. Within ten (10) days after completion of construction of the Tenant Improvements,Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance withSection 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. IfTenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant’s agent for such purpose, at Tenant’s sole cost and expense. Atthe conclusion of construction, (i) Tenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect allchanges made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and (C) to deliver to Landlord four (4) sets ofcopies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy for the Premises, and (ii) Tenant shall deliver toLandlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises.SECTION 5MISCELLANEOUS5.1 Tenant’s Representative. Tenant has designated John Lieu as its sole representative with respect to the matters set forth in this Tenant Work Letter,who shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.5.2 Landlord’s Representative. Landlord has designated Seth Bland as its sole representatives with respect to the matters set forth in this Tenant WorkLetter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.5.3 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer tocalendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall berepeated until the document is approved by Landlord.5.4 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an event of default as described in the Lease orthis Tenant Work Letter has occurred at any time on or before the Substantial Completion of the Premises, which default is not cured after Tenant’s receipt ofwritten notice and the expiration of any applicable cure period, then (i) in addition to all other rights and remedies granted to Landlord pursuant to thisLease, Landlord shall have the right to withhold payment of all or any portion of the Tenant Improvement Allowance and/or Landlord may cause Contractorto cease the construction of the Premises (in which case, Tenant shall be responsible for any delay in the substantial completion of the Premises caused bysuch work stoppage), and (ii) all other obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such default iscured pursuant to the terms of this Lease (in which case, Tenant shall be responsible for any delay in the substantial completion of the Premises caused bysuch inaction by Landlord).5.5 Tenant’s Agents. All contractors, subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall be from a list of supplied byLandlord and shall all be union labor in compliance with the then existing master labor agreements. EXHIBIT B 140 NEW MONTGOMERY STREET -6- [Yelp Inc.]5.6 Bonding. If Landlord elects to procure a completion or performance bond in connection with the Tenant Improvements, such bond will be atLandlord’s sole cost and expense and will not be deducted from the Tenant Improvement Allowance.5.7 No Miscellaneous Charges. Neither Tenant nor the Contractor shall be charged for parking (to the extent parking is available) or for the use ofelectricity, water, HVAC, security elevators, and/or hoists during the construction of the Tenant Improvements or during the Move-In Period.5.8 Staging Area. In addition to Tenant’s rights with respect to storage space as provided for under the Lease, during the period prior to theCommencement Date, Tenant shall have the right, without the obligation to pay rent, to use empty space in the Building designated by Landlord for thepurposes of storing and staging its furniture and equipment only, but only to the extent empty space in the Building is available for such use by Tenant, asLandlord shall reasonably determine. With respect to any such free storage space, Tenant shall be responsible for providing all insurance (as if the space werea part of the Premises) and for providing any protective facilities. Tenant shall hold Landlord harmless and shall indemnify Landlord from and against anyand all loss, liability or cost arising out of or in connection with use of such storage space by Tenant. Tenant shall be obligated to remove all of the storedmaterials and its fencing and other facilities within five (5) business days after Tenant’s receipt of written notice from Landlord that such staging area isneeded by Landlord for construction of another tenant’s premises, in which event comparable space, to the extent available (as reasonably determined byLandlord), shall be made available to Tenant as a substitute staging area.5.9 Move-In Priority. Provided that Tenant has provided Landlord at least two (2) weeks’ prior written notice of Tenant’s move into the Building,Tenant shall have first (1) priority to use (i) the passenger elevator dedicated to Tenant’s use pursuant to Section 6.1.6 of the Lease, and (ii) the Building’sfreight elevator, during the weekend that Tenant moves into the Building, but only to the extent such priority use is necessary for Tenant to complete itsmove into the Premises over three (3) consecutive weekends in an orderly and efficient manner. EXHIBIT B 140 NEW MONTGOMERY STREET -7- [Yelp Inc.]stSCHEDULE 1 TO EXHIBIT B140 NEW MONTGOMERY STREETBASE BUILDING CONDITIONThe following describes the Base Building configuration of the core and shell for 140 New Montgomery Street (the “Base Building”). This information isbased on current design intent and remains subject to change during final construction documentation. The Base Building is being designed to materiallycomply with the 2010 California Building Code, the 2010 San Francisco Building Code, and the 2010 California Historic Building Code, to the extentrequired in order to allow Tenant to obtain a certificate of occupancy, or its legal equivalent, for the Premises for general office use. Any reference in theseBase Building delivery Condition to the Base Building complying with and or all applicable laws and/or construction codes shall be deemed to mean thatthe Base Building shall comply with such applicable laws and/or construction codes to the extent required in order to allow Tenant to obtain a certificate ofoccupancy, or its legal equivalent, for the Premises for general office use (assuming a normal and customary office occupancy density). 1.Structure – A complete seismic retrofit is planned for the Base Building to bring it into peer-reviewed and permitted compliance in accordance withthe above applicable codes. a.The existing structure is a 26-story concrete- and masonry-encased steel frame building with two levels of basement and five levels ofmechanical penthouse above the main roof. b.The seismic retrofit incorporates new reinforced concrete shear walls at the core which extend from the foundation to the underside of the mainroof on Level 27. Core walls are episodically stiffened with outrigger trusses located at Levels 6, 7, 17 and 18, and limited additional portions ofthe south and west facades are strengthened with new reinforced concrete overlay walls. c.Typical floor-to-floor height is approximately 13’-0” from top of floor slab to underside of ceiling slab, while Levels 2 and 3 have floor-to-floorheights of approximately 14’-4” and 16’-5” respectively, and Levels 21 through 26 have floor-to-floor heights that range from approximately14’-4” to 20’-6”. d.Existing floor slabs are constructed of approximately 6” of concrete and reinforcing steel, and typical permitted floor loading is approximately70 pounds per square foot. 2.Envelope – The existing terra cotta and glazed brick façade is intended to be cleaned, appropriately patched to minimize opportunities for waterintrusion and future degradation, and minimally-restored for aesthetic purposes. In other words, weathered historic fabric is intended to remainweathered historic fabric. New double-glazed, low-e operable windows are intended to be provided in the tenant spaces from Levels 3 through 26,while the existing historic windows at Levels 1 and 2 will be cleaned, re-glazed as necessary, and repainted, but will otherwise remain in place andsealed shut in accordance with historic renovation permit requirements. Existing predominant roof structures will be re-roofed to ensure water integrityand energy compliance. 3.Core – Interior Base Building core elements are planned to be updated or reconstructed: a.The central core of each typical Base Building floor will provide seven (7) modernized elevators, two (2) central exit stairs (“Stairway A” and“Stairway C”); restrooms; a janitor closet; electrical room; and access to mechanical shafts. b.One (1) additional stair (“Stairway B”) is located at the westernmost perimeter. c.The Base Building vertical transportation system is planned to be completely modernized. No fewer than six (6) passenger elevators will providesecure computerized “destination control” service with minimum capacities of 3,000 pounds each at 700 feet per minute. Three (3) suchelevators will serve Levels Basement – 22, and three (3) will serve Levels Basement – 26. One (1) dedicated new elevator will provide freightservice for Levels Basement through 26, and will have a minimum capacity of 3,500 pounds capacity at 500 feet per minute. One (1) dedicatedsidewalk elevator will facilitate loading from New Montgomery Street to the new core freight elevator. SCHEDULE 1 TO EXHIBIT B 140 NEW MONTGOMERY STREET -1- [Yelp Inc.] d.Typical electrical rooms on each Level will have a lighting panel, a convenience panel, and a transformer. In addition, every third floor electricalroom will have a panel to serve tenant HVAC equipment. e.Typical teledata rooms on each Level will have a grounding backbone and sleeves and a path to the MPOE. f.Mechanical shafts will be fully enclosed and fired rated in accordance with the above applicable codes, including fire smoke dampers at ratedwall penetrations. Heating, cooling and plumbing connections will be stubbed at each Level and will be ready for tenant improvementconnections for horizontal distribution. g.Restroom cores will include fully-functional and finished men’s and women’s restrooms at each Level. Finishes are planned to include ceramictile at floors and wet walls, stone lavatory tops, stainless steel partitions, stainless steel accessories, finished ceilings, and lighting. i)Restroom cores on every third Level will include a janitor closet with mop sink. ii)Restrooms cores on every typical Level will include fire rated (in accordance with the above applicable codes), including fire smokedampers at rated wall penetrations, enclosed shafts for exhaust and plumbing systems. h.All three (3) stairways serve as exits for all occupied Levels. The center Stairway A will generally maintain its historic configuration and finishes,and is planned to accommodate inter-floor travel. Stairway B will general maintain its historic configuration and finishes. Stairway C will be anewly constructed stairway. Stairway capacity and exiting widths are based on typical office occupancy loads. 4.Interiors – a.Main Base Building lobby is an historic and architecturally significant feature which includes a unique, ornate, hand-painted, plaster ceiling,marble floors and walls, and brass doors and windows. The existing finishes and lighting will be renovated and refreshed to restore the lobby’ssingular presence and grandeur. b.The main lobby improvements will include the addition of an appropriate security desk to provide a centralized location for security, monitoringand control systems. c.The main lobby will include seating areas and Wi-Fi to allow tenants and guests to work or to convene casual meetings. d.The elevator cab interiors will be completely refinished as part of the modernization in materials that complement the historic nature of thebuilding. e.The elevator lobbies at Levels 2-26 will be unfinished and readied to accept tenant improvements. The tenant elevator lobbies will be deliveredwith existing marble wainscoting, drywall above elevator doors up to crown molding, existing call lights, elevator doors and frames to remain.Drywall at ceiling and walls above crown molding will be removed back to the base building raw substrate. f.Landlord will deliver the tenant elevator lobby to meet current governing codes including fire rated doors. g.The interiors of the upper Levels will be demolished and cleared of all existing finishes and readied for tenant improvements as more specificallyset forth in sub-items “h” and “i,” below. h.Existing overhead concrete beams and underside of slab will be delivered free of previous existing construction materials and finishes to withintwo inches of the existing exposed concrete surface, including but not limited to, formwork nails, metal framing, pipes, unistrut and othermiscellaneous items removed. If tenant wishes to have remaining, existing construction materials cut flush to exposed concrete surfaces, tenantwill work with landlord to provide flush condition requirement prior to landlord’s general contractor performing the work and tenant will beresponsible for additional cost. i.Interior surfaces of the exterior perimeter walls will be exposed brick and concrete. Tenant will have the option of leaving this natural surfaceexposed or covering it with a finished material. Tenant will not be allowed to paint the exposed brick. Exposed brick will be free of previousexisting interior improvements or finishes including but not limited to drywall, plaster or miscellaneous framing, not including cosmeticmarkings. SCHEDULE 1 TO EXHIBIT B 140 NEW MONTGOMERY STREET -2- [Yelp Inc.] j.Interior gypsum walls or shaftwall at cores to be provided unfinished or fire-taped as required. Finish taping, sanding and prep for paint or finishmaterials to be part of tenant improvements. Concrete core walls, shear walls or columns to be provided as unfinished concrete. k.Restrooms to be finished-out as described above. l.No ceilings are to be installed except in restrooms and primary Base Building lobby. m.Landlord will install a finish detail to existing window trim in accordance with the attached detail sheet “Modified ASK-B05”. n.Existing glass doors, transoms and frames at tenant floors will be salvaged by landlord for tenant re-use in mutually agreeable quantities. Tenantto advise landlord on desired quantities and existing materials to be salvaged. All such material shall be delivered to Tenant in their “as is”conditions as of the date of such delivery. Landlord will notify tenant of date by when such direction from tenant is required and the cost toTenant for such salvage work. o.Existing concrete floor slabs will be delivered level to a tolerance of /4” in 10’ on a full-floor basis. If, after landlord demolition of existinginterior improvements, the slab is reviewed and determined to be in a level condition acceptable to tenant, then no leveling work will berequired. 5.Mechanical Systems – Base Building heating, ventilation and cooling systems are available for tenant to ultimately provide conditioned air to alloccupied Levels. Standard Base Building hours of operation will be Monday through Friday from 7am to 6pm, excluding building holidays. a.Mechanical plant planned to include chillers and heating hot water boiler systems designed to exceed Title 24 standards assuming loads ofapproximately 0.75w/sf power density, 1.1-watts/rsf for lighting and 200 rsf/person. Design setpoints are 75ºF for cooling and 70ºF for heating. b.Tenant spaces to be conditioned with landlord installed air handlers located at each floor that will be sized by to provide a maximum cooling ofone ton per 500 SF. i)The existing operable windows will be replaced with new operable windows. The use of operable windows to condition the interiorspaces or supplement mechanical air conditioning is an extremely efficient and effective method, especially in San Francisco’s climate. ii)The mechanical air conditioning system for the tenant interiors would utilize a landlord installed air handler at each Level that drawsfresh air in from an exterior louver for distribution to a typical Variable Air Volume (VAV) duct and control box system. This systemwould utilize an air side economizer and allow for 100% outside air if desired. iii)Mechanical fan room construction will be by landlord, including insulation and double wall or similar construction, door and frame toprovide a quiet condition with a noise criteria of NC/RC 40 in the adjacent open plan office area. iv)24/7 cooling can be accommodated either by the on-floor air side economizer VAV system or with a heat pump served by the chillerloop. c.Vertical distribution of chilled water and heating hot water provided from roof to each Level with a valve and stub-out. d.Domestic water will be stubbed-out with a valve at each Level. Drain and vent lines will be stubbed and capped at each Level. e.DDC Building Management System (BMS) to be provided and function to control Base Building systems. f.Electric, heating and cooling loads to be sub-metered by Tenant. g.Horizontal distribution of duct, piping and controls to be part of tenant improvements. 6.Electrical Systems – Main electric service including switchboard to serve tenant lighting and power loads and Base Building electrical, mechanicaland equipment loads. a.Electrical rooms and service as described in Section 6.1.2 of the Lease. b.A lighting control system is planned to be provided with the backbone and panels located in the electrical/teledata rooms. Lighting controlcomponents for tenant improvements to be part of tenant improvement scope. SCHEDULE 1 TO EXHIBIT B 140 NEW MONTGOMERY STREET -3- [Yelp Inc.] 1 c.Emergency power for fire/life safety systems and certain minimal Base Building systems to be provided by a diesel generator located on theBasement Level. d.Conduits to be provided from teledata MPOE on Basement Level to riser locations. Eight (8) 4” sleeves planned to be provided at each closetbetween Levels. A riser management contractor will work with Base Building management and tenants to manage the telecommunication risersystems. e.Telecommunications bonding backbone and an insulated conductor planned to be installed at teledata closets, terminated at MPOE andconnected to a ground rod and the main power ground bus. f.A fiber backbone is planned to be installed to support Base Building management and control systems with points of connection at each Levelto accommodate tenant improvement building systems. g.Tenant is permitted to the non-exclusive use the riser closets adjacent to the building core for its own use such as an IDF closet. Riser closets arecooled using outside air and have no dedicated cooling; any supplemental cooling required must be provided by tenant. 7.Safety/Security – New Base Building fire/life safety and security systems are planned to be installed. a.Base Building is to be fully sprinklered and monitored as required by code for an undivided occupancy with upturned heads typical inundemised areas. b.Base Building life safety system distribution (smoke detectors, annunciators, strobes, etc.) planned to be installed as required by code for coreand common areas. System requirements for demised interior improvements by tenant. c.Base Building access control systems planned to be provided which will allow for authorized off-hours access at certain exterior lobby doors,parking areas, bicycle areas, other amenity areas, and elevators. Customizable system configurations and expansion opportunities intended toaccommodate tenant improvements as part of individual tenant improvement scope. 8.Other – a.Base Buildings designed to meet no less than the United Stated Green Building Council (USGBC) Leadership for Energy and EnvironmentalDesign (LEED) NC 2.0 Gold standard. b.Base Building designed to be compliant with applicable building codes, including Title 24 and ADA requirements for the newly constructedportions of the Base Building. Existing historic lobby and existing exit stairs to be sensitively renovated while still maintaining the requiredhistoric character. c.Exterior courtyard sculpture garden planned to include a partially-covered entry area, paving systems, seating, artwork, landscaping, irrigationand lighting. d.Bicycle storage, lockers, bike repair area, and bike racks planned to be provided on the Basement Level. e.Men’s and Women’s locker and shower facilities to be provided on the Basement Level. f.Base Building includes all common area facilities and support such as, but not limited to: loading areas, trash collection areas, maintelecommunications points of entry and distribution rooms, transformer vaults, main switch gear room, emergency generator systems andfacilities, engineering and maintenance systems and facilities, and all other systems and facilities necessary to service and maintain the BaseBuilding in a first class manner. SCHEDULE 1 TO EXHIBIT B 140 NEW MONTGOMERY STREET -4- [Yelp Inc.]EXHIBIT C140 NEW MONTGOMERY STREETNOTICE OF LEASE TERM DATES To: Re:Office Lease dated , 20 between , a (“Landlord”), and , a (“Tenant”) concerning Suite on floor(s) of the office building located at 140 New Montgomery Street, San Francisco, California.Gentlemen:In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows: 1.The Lease Term shall commence on or has commenced on for a term of ending on . 2.Rent commenced to accrue on , in the amount of . 3.If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billingthereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4.Your rent checks should be made payable to at or rent should be transmitted to by . 5.The exact number of rentable square feet within the Premises is square feet. 6.Tenant’s Share as adjusted based upon the exact number of rentable square feet within the Premises is %. “Landlord”: ,a By: Its: EXHIBIT C 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]Agreed to and Accepted asof , 200 . “Tenant”: a By: Its: EXHIBIT C 140 NEW MONTGOMERY STREET -2- [Yelp Inc.]EXHIBIT D140 NEW MONTGOMERY STREETRULES AND REGULATIONSTenant shall faithfully observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for thenonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project;provided, however, to the extent the nonperformance of said Rules and Regulations by another tenant or occupant of the Building adversely impactsTenant’s ability to use the Premises for the Permitted Use, then Landlord shall use commercially reasonable efforts to enforce such Rules and Regulationsagainst such nonperforming tenant or occupant. In the event of any conflict between the Rules and Regulations and the other provisions of this Lease, thelatter shall control.1. Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises (except for Tenant’s safes,vaults and security areas) without obtaining Landlord’s prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant.Two keys per floor will be furnished by Landlord for the Premises, and any additional keys required by Tenant must be obtained from Landlord at areasonable cost to be established by Landlord. Upon the termination of this Lease, Tenant shall restore to Landlord all keys of stores, offices, and toiletrooms, either furnished to, or otherwise procured by, Tenant and in the event of the loss of keys so furnished, Tenant shall pay to Landlord the cost ofreplacing same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such changes.2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises.3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during such hours as are customary for comparablebuildings in the downtown San Francisco, California area. Tenant, its employees and agents must be sure that the doors to the Building are securely closedand locked when leaving the Premises if it is after the normal hours of business for the Building. Any tenant, its employees, agents or any other personsentering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may berequired to sign the Building register. Access to the Building may be refused unless the person seeking access has proper identification or has a previouslyarranged pass for access to the Building. Landlord will furnish passes to persons for whom Tenant requests same in writing at no cost to Tenant. Tenant shallbe responsible for all persons for whom Tenant requests passes and shall be liable to Landlord for all acts of such persons. The Landlord and his agents shallin no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot,public excitement, or other commotion, Landlord reserves the right to prevent access to the Building or the Project during the continuance thereof by anymeans it deems appropriate for the safety and protection of life and property.4. No furniture, freight or equipment of any kind shall be brought into the Building without prior notice to Landlord. All moving activity into or out ofthe Building shall be scheduled with Landlord and done only at such time and in such manner as Landlord designates. Landlord shall have the right toprescribe the weight, size and position of all safes and other heavy property brought into the Building and also the times and manner of moving the same inand out of the Building. Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary toproperly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of theBuilding, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant.5. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except betweensuch hours, in such specific elevator and by such personnel as shall be designated by Landlord. The terms of this provision shall not be applicable to the useof Tenant’s dedicated elevator; provided, however, Tenant shall not use its dedicated elevator to move heavy and/or bulky object that may damage theelevator and/or the furnishes inside the cab of the elevator. EXHIBIT D 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designatedby Landlord. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord.7. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by Tenant on any part of the Premises or the Buildingwithout the prior written consent of the Landlord. Tenant shall not disturb, solicit, peddle, or canvass any occupant of the Project and shall cooperate withLandlord and its agents of Landlord to prevent same.8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and noforeign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this ruleshall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused same.9. Tenant shall not overload the floor of the Premises, nor mark, drive nails or screws, or drill into the partitions, woodwork or drywall (except forhanging picture or other artwork) or in any way deface the Premises or any part thereof without Landlord’s prior written consent. Tenant shall not purchasespring water, ice, towel, linen, maintenance or other like services from any person or persons not reasonably approved by Landlord.10. Except for vending machines intended for the sole use of Tenant’s employees and invitees, no vending machine or machines other than fractionalhorsepower office machines shall be installed, maintained or operated upon the Premises without the written consent of Landlord.11. Tenant shall not use or keep in or on the Premises, the Building, or the Project any kerosene, gasoline or other inflammable or combustible fluid,chemical, substance or material, except for normal cleaning materials and office supplies.12. Tenant shall not without the prior written consent of Landlord use any method of heating or air conditioning other than that supplied by Landlord.13. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises tobe occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or interferewith other tenants or those having business therein, whether by the use of any musical instrument, radio, phonograph, or in any other way. Tenant shall notthrow anything out of doors, windows or skylights or down passageways.14. Tenant shall not bring into or keep within the Project, the Building or the Premises any animals or birds (other than service animals/birds andTenant’s Dog), aquariums, or, except in areas designated by Landlord, bicycles or other vehicles.15. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for anyimproper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters’ laboratory-approved equipment and microwave ovens may beused in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors, provided that such use is inaccordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.16. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of thePremises provided for in the Summary. Tenant shall not occupy or permit any portion of the Premises to be occupied as an office for a messenger-typeoperation or dispatch office, public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form, or as a medical office, oras a barber or manicure shop, or as an employment bureau without the express prior written consent of Landlord. Tenant shall not engage or pay anyemployees on the Premises except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises. EXHIBIT D 140 NEW MONTGOMERY STREET -2- [Yelp Inc.]17. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influenceof liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.18. Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules orany Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as ameans of ingress and egress for the Premises.19. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation ofthe Building’s heating and air conditioning system, and shall refrain from attempting to adjust any controls.20. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if suchmaterial is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in SanFrancisco, California without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only throughentry-ways and elevators provided for such purposes at such times as Landlord shall designate.21. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmentalagency.22. Any persons employed by Tenant to do janitorial work shall be subject to the prior written approval of Landlord, and while in the Building andoutside of the Premises, shall be subject to and under the control and direction of the Building manager (but not as an agent or servant of such manager or ofLandlord), and Tenant shall be responsible for all acts of such persons.23. No awnings or other projection shall be attached to the outside walls of the Building without the prior written consent of Landlord, and no curtains,blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises other than Landlord standard drapes.All electrical ceiling fixtures hung in the Premises or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and awarm white bulb color approved in advance in writing by Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreenedwithout the prior written consent of Landlord. Tenant shall abide by Landlord’s regulations concerning the opening and closing of window coverings whichare attached to the windows in the Premises, if any, which have a view of any interior portion of the Building or Building Common Areas.24. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in theBuilding shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills.25. Tenant must comply with requests by the Landlord concerning the informing of their employees of items of importance to the Landlord.26. Tenant must comply with the State of California “No-Smoking” law set forth in California Labor Code Section 6404.5, and any local “No-Smoking” ordinance which may be in effect from time to time and which is not superseded by such State law.27. Tenant hereby acknowledges that Landlord shall have no obligation to provide guard service or other security measures for the benefit of thePremises, the Building or the Project. Tenant hereby assumes all responsibility for the protection of Tenant and its agents, employees, contractors, inviteesand guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the Premises closed, whether ornot Landlord, at its option, elects to provide security protection for the Project or any portion thereof. Tenant further assumes the risk that any safety andsecurity devices, services and programs which Landlord elects, in its sole discretion, to provide may not be effective, or may malfunction or be circumventedby an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to theextent Tenant desires protection against losses related to such occurrences. Tenant shall cooperate in any reasonable safety or security program developed byLandlord or required by law. EXHIBIT D 140 NEW MONTGOMERY STREET -3- [Yelp Inc.]28. All office equipment of any electrical or mechanical nature shall be placed by Tenant in the Premises in settings approved by Landlord, to absorbor prevent any vibration, noise and annoyance.29. Tenant shall not use in any space or in the public halls of the Building, any hand trucks except those equipped with rubber tires and rubber sideguards.30. No auction, liquidation, fire sale, going-out-of-business or bankruptcy sale shall be conducted in the Premises without the prior written consent ofLandlord.31. No tenant shall use or permit the use of any portion of the Premises for living quarters, sleeping apartments or lodging rooms.Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and furtherreasonable Rules and Regulations as in Landlord’s reasonable judgment may from time to time be necessary for the management, safety, care and cleanlinessof the Premises, Building, the Common Areas and the Project, and for the preservation of good order therein, as well as for the convenience of other occupantsand tenants therein; provided, however, Landlord shall not enact any such Rules and Regulations intended to discriminate against Tenant vis-à-vis the othertenants of the Building. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver byLandlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any suchRules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abideby them as a condition of its occupancy of the Premises. EXHIBIT D 140 NEW MONTGOMERY STREET -4- [Yelp Inc.]EXHIBIT E140 NEW MONTGOMERY STREETFORM OF TENANT’S ESTOPPEL CERTIFICATEThe undersigned as Tenant under that certain Office Lease (the “Lease”) made and entered into as of , 20 by and between asLandlord, and the undersigned as Tenant, for Premises on the floor(s) of the office building located at 140 New Montgomery Street, San Francisco,California, certifies as follows:1. Attached hereto as Exhibit A is a true and correct copy of the Lease and all amendments and modifications thereto. The documents contained inExhibit A represent the entire agreement between the parties as to the Premises.2. The undersigned currently occupies the Premises described in the Lease, the Lease Term commenced on , and the Lease Term expires on , and the undersigned has no option to terminate or cancel the Lease or to purchase all or any part of the Premises, the Building and/or the Project.3. Base Rent became payable on .4. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Exhibit A.5. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect theretoexcept as follows:6. Tenant and Landlord shall not materially modify the documents contained in Exhibit A without the prior written consent of Landlord’s mortgagee.7. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when duethrough . The current monthly installment of Base Rent is $ .8. To the best of Tenant’s knowledge, all conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have beensatisfied and Landlord is not in default thereunder. In addition, the undersigned has not delivered any notice to Landlord regarding a default by Landlordthereunder. The Lease does not require Landlord to provide any rental concessions or to pay any leasing brokerage commissions.9. No rental has been paid more than thirty (30) days in advance and no security has been deposited with Landlord except as provided in the Lease.Neither Landlord, nor its successors or assigns, shall in any event be liable or responsible for, or with respect to, the retention, application and/or return toTenant of any security deposit paid to any prior landlord of the Premises, whether or not still held by any such prior landlord, unless and until the party fromwhom the security deposit is being sought, whether it be a lender, or any of its successors or assigns, has actually received for its own account, as landlord, thefull amount of such security deposit.10. To the best of Tenant’s knowledge, as of the date hereof, there are no existing defenses or offsets, or, to the undersigned’s knowledge, claims or anybasis for a claim, that the undersigned has against Landlord. EXHIBIT E 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]11. If Tenant is a corporation or partnership, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrantsthat Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver thisEstoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.12. To the best of Tenant’s knowledge, there are no actions pending against the undersigned under the bankruptcy or similar laws of the United Statesor any state.13. To the best of Tenant’s knowledge, Tenant is in full compliance with all federal, state and local laws, ordinances, rules and regulations affecting itsuse of the Premises, including, but not limited to, those laws, ordinances, rules or regulations relating to hazardous or toxic materials. Tenant has neverpermitted or suffered, nor does Tenant have any knowledge of, the generation, manufacture, treatment, use, storage, disposal or discharge of any hazardous,toxic or dangerous waste, substance or material in, on, under or about the Project or the Premises or any adjacent premises or property in violation of anyfederal, state or local law, ordinance, rule or regulation.14. To the best of Tenant’s knowledge, all tenant improvement work to be performed by Landlord under the Lease has been completed in accordancewith the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection withany tenant improvement work have been paid in full. To the best of Tenant’s knowledge, all work (if any) in the common areas required by the Lease to becompleted by Landlord has been completed and all parking spaces required by the Lease have been furnished and/or all parking ratios required by the Leasehave been met.15. Under the Lease, Tenant has the right to cause an audit and/or an accounting to be performed of Landlord’s operations and/or books and recordspertaining to operating expenses and taxes. Such an audit and/or accounting could result in a claim or an offset for rents paid under the Lease. Tenant’sexecution of this Estoppel Certificate notwithstanding, Tenant reserves its right to perform such an audit and/or accounting and to assert any claims or offsetsresulting therefrom.The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord or to a prospective mortgagee or prospective purchaser, andacknowledges that said prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiringthe property of which the Premises are a part and that receipt by it of this certificate is a condition of making such loan or acquiring such property.Executed at on the day of , 20 . “Tenant”: ,a By: Its: By: Its: EXHIBIT E 140 NEW MONTGOMERY STREET -2- [Yelp Inc.]EXHIBIT F140 NEW MONTGOMERY STREETMARKET RENT ANALYSISWhen determining Market Rent, the following rules and instructions shall be followed.1. RELEVANT FACTORS. The “Market Rent,” as used in this Lease, shall be derived from an analysis (as such derivation and analysis are set forth inthis Exhibit F) of the “Net Equivalent Lease Rates,” of the “Comparable Transactions”. The “Market Rent,” as used in this Lease, shall be equal to theannual rent per rentable square foot as would be applicable on the commencement of the Option Term at which tenants, are, pursuant to transactionsconsummated within the twelve (12) month period immediately preceding the first day of the Option Term (provided that timing adjustments shall be madeto reflect any perceived changes which will occur in the Market Rent following the date of any particular Comparable Transaction up to the date of thecommencement of the Option Term) leasing non-sublease, non-encumbered, non-equity space comparable in location and quality to the Premises andconsisting of 40,000 rentable square feet of space or greater transactions, for a comparable term, in an arm’s-length transaction, which comparable space islocated in the “Comparable Buildings,” as that term is defined in Section 4, below (transactions satisfying the foregoing criteria shall be known as the“Comparable Transactions”). The terms of the Comparable Transactions shall be calculated as a Net Equivalent Lease Rate pursuant to the terms of thisExhibit F and shall take into consideration only the following terms and concessions: (i) the rental rate and escalations for the Comparable Transactions,(ii) operating expense and tax escalation protection granted in such Comparable Transactions such as a base year or expense stop (although for each suchComparable Transaction the base rent shall be adjusted to a triple net base rent using reasonable estimates of operating expenses and taxes as determined byLandlord for each such Comparable Transaction); (iii) tenant improvements or allowances provided or to be provided for such comparable space, taking intoaccount, the value of the existing improvements, if any, in the Premises and/or improvement allowances granted to Tenant, such value of existingimprovements to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by general office users(as contrasted to the Tenant), provided, for purposes of determining the Market Rent, in no event shall the value of such existing improvements exceed$60.00 per rentable square foot of the Premises, and (iv) rental abatement concessions, if any, being granted such tenants in connection with such comparablespace; provided, however, that no consideration shall be given to (1) the fact that Landlord is or is not required to pay a real estate brokerage commission inconnection with the applicable term or the fact that the Comparable Transactions do or do not involve the payment of real estate brokerage commissions, and(2) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenantimprovements in such comparable spaces. The Market Rent shall include adjustment of the stated size of the Premises, based upon the standards ofmeasurement utilized in the Comparable Transactions.2. TENANT SECURITY. The Market Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provideLandlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations during the Option Term. Such determination shall bemade by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial conditionand credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants).3. TENANT IMPROVEMENT ALLOWANCE. If, in determining the Market Rent for an Option Term, Tenant is entitled to a tenant improvement orcomparable allowance for the improvement of the Option Space (the “Option Term TI Allowance”), Landlord shall fund such Option Term TI Allowance (asopposed to offsetting all or a portion of the Option Term TI Allowance against the rental rate component of the Market Rent).4. COMPARABLE BUILDINGS. For purposes of this Lease, the term “Comparable Buildings” shall mean the Building and those certain other first-class premier historical office buildings located in the financial district area of San Francisco, California. With respect to Comparable Transactions that arenot located in the Building, the EXHIBIT F 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]Market Rent shall be adjusted, if necessary, to take into consideration the size, location, quality of construction (including historical renovations), views, andservices and amenities of the Comparable Buildings as they the relate to the Building, as well as the historical differences in rental rates typically achieved atthe Comparable Buildings as compared to the Building.5. METHODOLOGY FOR REVIEWING AND COMPARING THE COMPARABLE TRANSACTIONS. In order to analyze the ComparableTransactions based on the factors to be considered in calculating Market Rent, and given that the Comparable Transactions may vary in terms of length orterm, rental rate, concessions, etc., the following steps shall be taken into consideration to “adjust” the objective data from each of the ComparableTransactions. By taking this approach, a “Net Equivalent Lease Rate” for each of the Comparable Transactions shall be determined using the following stepsto adjust the Comparable Transactions, which will allow for an “apples to apples” comparison of the Comparable Transactions.5.1 The contractual rent payments for each of the Comparable Transactions should be arrayed monthly or annually over the lease term. AllComparable Transactions should be adjusted to simulate a net rent structure, wherein the tenant is responsible for the payment of all property operatingexpenses and taxes in a manner consistent with this Lease. This results in the estimate of Net Equivalent Rent received by each landlord for each ComparableTransaction being expressed as a periodic net rent payment.5.2 Any free rent or similar inducements received over time should be deducted in the time period in which they occur, resulting in the net cashflow arrayed over the lease term.5.3 The resultant net cash flow from the lease should be then discounted (using an annual discount rate equal to 8.0%) to the leasecommencement date, resulting in a net present value estimate.5.4 From the net present value, up front inducements (improvements allowances and other concessions) should be deducted. These items shouldbe deducted directly, on a “dollar for dollar” basis, without discounting since they are typically incurred at lease commencement, while rent (which isdiscounted) is a future receipt.5.5 The net present value should then amortized back over the lease term as a level monthly or annual net rent payment using the same annualdiscount rate of 8.0% used in the present value analysis. This calculation will result in a hypothetical level or even payment over the option period, termedthe “Net Equivalent Lease Rate” (or constant equivalent in general financial terms).6. USE OF NET EQUIVALENT LEASE RATES FOR COMPARABLE TRANSACTIONS. The Net Equivalent Lease Rates for the ComparableTransactions shall then be used to reconcile, in a manner usual and customary for a real estate appraisal process, to a conclusion of Market Rent which shallbe stated as a Net Equivalent Lease Rate applicable the Option Term. EXHIBIT F 140 NEW MONTGOMERY STREET -2- [Yelp Inc.]EXHIBIT G140 NEW MONTGOMERY STREETFORM OF LETTER OF CREDITWells Fargo Bank, N.A.U. S. TRADE SERVICES – Standby Letters of CreditMAC A0195-212One Front Street, 21st FloorSan Francisco, CA. 94111Phone: 1(800) 798-2815 Option 1E-Mail: sftrade@wellsfargo.comIRREVOCABLE STANDBY LETTER OF CREDITNUMBER Issue Date: BENEFICIARY: APPLICANT:[INSERT NAME AND ADDRESS] [INSERT NAME AND ADDRESS] Attn: LETTER OF CREDIT ISSUE AMOUNT US$[IN FIGURES.00] EXPIRY DATE: [INSERT INITIAL EXPIRY DATE]Ladies and Gentlemen:At the request and for the account of the above referenced applicant, we hereby issue our Irrevocable Standby Letter of Credit in your favor in the amount of[INSERT AMOUNT IN WORDS and NO/100 United States Dollars [US$IN FIGURES.00] available with us at our above office by payment againstpresentation of the following documents:1. A draft drawn on us at sight marked “Drawn under Wells Fargo Bank, N.A. Standby Letter of Credit No. .”2. The original of this Standby Letter of Credit and any amendments thereto.3. Beneficiary’s signed and dated statement worded as follows (with the instructions in brackets therein complied with):“The undersigned, an authorized representative of the beneficiary of Wells Fargo Bank Letter of Credit No. certifies that the amount of the draftaccompanying this statement represents the amount due to Beneficiary pursuant to and in connection with that certain Lease dated [INSERT DATE] between[INSERT NAME OF BENEFICIARY] and [INSERT NAME OF APPLICANT] (as such lease may be amended, restated or replaced).”OR EXHIBIT G 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]“The undersigned hereby certifies that Beneficiary is entitled to draw down the full amount of Letter of Credit No. as the result of the filing of avoluntary petition under the U.S. Bankruptcy Code or a State Bankruptcy Code by the tenant under that certain office lease dated [insert lease date], asamended (collectively, the “lease”), which filing has not been dismissed at the time of this drawing.”OR“The undersigned hereby certifies that Beneficiary is entitled to draw down the full amount of Letter of Credit No. as the result of an involuntarypetition having been filed under the U.S. Bankruptcy Code or a State Bankruptcy Code against the tenant under that certain office lease dated [insert leasedate], as amended (collectively, the “lease”), which filing has not been dismissed at the time of this drawing.”OR“The undersigned hereby certifies that Beneficiary is entitled to draw down the full amount of Letter of Credit No. as the result of the rejection,or deemed rejection, of that certain office lease dated [insert lease date], as amended, under section 365 of the U.S. Bankruptcy Code.”Multiple and partial drawing(s) are permitted under this Letter of Credit; provided, however, that the total amount of any payment(s) made under this Letterof Credit will not exceed the total amount available under this Letter of Credit.This Letter of Credit expires at our above office on e.g. December 31, 2012. It is a condition of this Letter of Credit that such expiration date shall be deemedautomatically extended, without written amendment, for one year periods to December 31 in each succeeding calendar year, unless at least thirty (30) daysprior to such expiration date we send written notice to you at your address above by overnight courier or registered mail that we elect not to extend theexpiration date of this Letter of Credit beyond the date specified in such notice.Upon our sending you such notice of the non-extension of the expiration date of this Letter of Credit, you may draw under this Letter of Credit, on or beforethe Expiration Date specified in such notice, by presentation of the following documents to us at our above address:1. A draft drawn on us at sight marked “Drawn under Wells Fargo Bank, N.A. Standby Letter of Credit No. .”2. The original of this Standby Letter of Credit and any amendments thereto.3. Your signed and dated statement worded as follows (with the instructions in brackets therein complied with):“The undersigned, an authorized representative of the beneficiary of Wells Fargo Bank, N. A. Letter of Credit No. , hereby certifies that it hasreceived notification from Wells Fargo Bank, N.A. that this letter of credit will not be extended past its current expiration date. The undersigned furthercertifies that (i) as of the date of this statement, it has not received a letter of credit or other instrument acceptable to it as a replacement; and (ii) [INSERTNAME OF APPLICANT] has not been released from its obligations.”If any instructions accompanying a drawing under this Letter of Credit request that payment is to be made by transfer to an account with us or at anotherbank, we and/or such other bank may rely on an account number specified in such instructions as that of the beneficiary’s without any further validation. EXHIBIT G 140 NEW MONTGOMERY STREET -2- [Yelp Inc.]This Letter of Credit is transferable one or more times, but in each instance only to a single transferee and only in the full amount available to be drawn underthe Letter of Credit at the time of such transfer. Any such transfer may be effected only through Wells Fargo Bank, N.A. and only upon presentation to us atour presentation office specified herein of a duly executed transfer request in the form attached hereto as Exhibit A, with instructions therein in bracketscomplied with, together with the original of this Letter of Credit and any amendments thereto and payment of our transfer fee. Each transfer shall beevidenced by our endorsement on the reverse of the original of this Letter of Credit, and we shall deliver such original to the transferee. The transferee’s nameshall automatically be substituted for that of the beneficiary wherever such beneficiary’s name appears within this Standby Letter of Credit. All charges inconnection with any transfer of this Letter of Credit are for the Applicant’s account, but shall not exceed [MAXIMUM AMOUNT TO BE INSERTED—$ ].We are subject to various laws, regulations and executive and judicial orders (including economic sanctions, embargoes, anti-boycott, anti-moneylaundering, anti-terrorism, and anti-drug trafficking laws and regulations) of the U.S. and other countries that are enforceable under applicable law. We willnot be liable for our failure to make, or our delay in making, payment under this Letter of Credit or for any other action we take or do not take, or anydisclosure we make, under or in connection with this Letter of Credit [(including, without limitation, any refusal to transfer this Letter of Credit)] that isrequired by such laws, regulations, or orders.We hereby engage with you that each draft drawn under and in compliance with the terms and conditions of this Letter of Credit will be duly honored ifpresented together with the documents specified in this Letter of Credit at our office located at One front Street, 21Floor MAC A0195 - 212, San Francisco,CA. 94111, Attention: US Trade Services - Standby Letters of Credit on or before the above stated expiry date, or any extended expiry date if applicable.Presentation of a drawing under this letter of credit may be made on or prior to the then current expiration date hereof by hand delivery, courier service,overnight mail, or facsimile. Presentation by facsimile transmission shall be by transmission of the above required sight draft drawn on us together with thisletter of credit to our facsimile number, [insert fax number – ( ) - ], attention: [insert appropriate recipient], with telephonic confirmation ofour receipt of such facsimile transmission at our telephone number [insert telephone number – ( ) - ] or to such other facsimile or telephonenumbers, as to which you have received written notice from us as being the applicable such number. We agree to notify you in writing, by nationallyrecognized overnight courier service, of any change in such direction. Any facsimile presentation pursuant to this paragraph shall also state thereon that theoriginal of such sight draft and letter of credit are being remitted, for delivery on the next business day, to [insert bank name] at the applicable address forpresentment pursuant to the paragraph following this one.In the event that the original of this standby letter of credit is lost, stolen, mutilated, or otherwise destroyed, we hereby agree to issue a duplicate originalhereof upon receipt of a written request from you and a certification by you (purportedly signed by your authorized representative) of the loss, theft,mutilation, or other destruction of the original hereof.This Irrevocable Standby Letter of Credit sets forth in full the terms of our undertaking. This undertaking is independent of and shall not in any way bemodified, amended, amplified or incorporated by reference to any document, contract or agreement referenced herein other than the stipulated ICC rules andgoverning laws.Except as otherwise expressly stated herein, this Standby Letter of Credit is subject to the International Standby Practice 1998, International Chamber ofCommerce Publication No. 590Very truly yoursWELLS FARGO BANK, N.A.BY: (AUTHORIZED SIGNATURE) EXHIBIT G 140 NEW MONTGOMERY STREET -3- [Yelp Inc.]st The original of this Letter of Credit contains an embossed seal over the Authorized Signature.Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number to Wells Fargo Bank, N.A., Attn:One front Street, 21Floor MAC A0195 - 212, San Francisco, CA. 94111, Attention: US Trade Services - Standby Letters of Credit (Hours of operation:8:00am PST to 5:30pm PST)All phone inquiries regarding this credit should be directed to our Standby Customer Connection Professionals at1-800-798-2815, Option 1. EXHIBIT G 140 NEW MONTGOMERY STREET -4- [Yelp Inc.]st Exhibit A to Wells Fargo Bank, N.A.Irrevocable Letter of CreditNo. NZS TO: WELLS FARGO BANK, N. A. Date: Northern California Trade Services Division One Front Street, 21 Floor San Francisco, California 94111 LETTER OF CREDIT INFORMATION Wells Fargo Bank, N. A. Letter of Credit No.: NZSFor value received, the undersigned beneficiary of the above described Letter of Credit (the “Transferor”) hereby irrevocably assigns and transfers all itsrights under the Letter of Credit as heretofore and hereafter amended, extended or increased (the “Credit”) to the following transferee (the “Transferee”): Name of Transferee AddressBy this transfer all of our rights in the Credit are transferred to the Transferee, and the Transferee shall have sole rights as beneficiary under the Credit,including, but not limited to, sole rights relating to any amendments, whether increases or extensions or other amendments, and whether such amendmentsare now existing or hereafter made.ADVICE OF FUTURE AMENDMENTS: You are hereby irrevocably instructed to advise future amendment(s) of the Credit to the Transferee without theTransferor’s consent or notice to the Transferor.Enclosed are the original of the Credit and the original of all amendments to this date. Please notify the Transferee of this transfer and of the terms andconditions of the Credit as transferred. This transfer will not become effective until the Transferee is so notified.TRANSFEROR’S SIGNATURE GUARANTEED BY: [Bank’s Name] [Transferor’s Name]By: By: Printed Name: Printed Name: Title: Title: [a corporate notary acknowledgement ora certificate of authority with corporate seal isacceptable in lieu of bank guarantee above] EXHIBIT G 140 NEW MONTGOMERY STREET -5- [Yelp Inc.]stEXHIBIT HFORM OF SNDAA RECORDING REQUESTED BYAND WHEN RECORDED MAIL TO: Attn: Loan No. SUBORDINATION AGREEMENT, ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ESTOPPEL,ATTORNMENT AND NON-DISTURBANCE AGREEMENT(Lease to Deed of Trust) NOTICE:THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECTTO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.THIS SUBORDINATION AGREEMENT, ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ESTOPPEL, ATTORNMENT AND NON-DISTURBANCEAGREEMENT (“Agreement”) is made as of , 2012 by and among STOCKBRIDGE 138 NEW MONTGOMERY, LLC, a Delaware limited liabilitycompany, having an address at 4 Embarcadero Center, Suite 3300, San Francisco, CA 94111 (“Lessor”), , as , having an address at (“Lessee”) and BREF III SERIES B LLC , a Delaware limited liability company, having an address at Three World Financial Center, New York, NewYork 10281, as administrative agent for the lenders (collectively, “Lenders”) from time to time party to the Loan Agreement (as defined below) (in suchcapacity, “Administrative Agent”).R E C I T A L S A.Pursuant to the terms and provisions of a lease dated as of , 2012(“Lease”), Lessor, as “Lessor”, granted to Lessee a leasehold estate in and to aportion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with allimprovements now or hereafter located on the property, is defined as the “Property”). B.Lessor has executed that certain Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, recorded in theofficial records of San Francisco County on February 17, 2012 as Instrument No. 2012J356286 (as amended, restated, replaced, supplemented orotherwise modified from time to time, the “Deed of Trust”) securing, among other things, one or more promissory notes (as amended, restated, replaced,supplemented or otherwise modified from time to time, the “Note”) in the aggregate maximum principal sum of up to $100,000,000.00 and otherobligations evidenced by or described in that certain Construction Loan Agreement dated on or about February 17, 2012 by and among AdministrativeAgent, Lenders and Lessor (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). The Deedof Trust, the Note, the Loan Agreement and all other documents evidencing or securing the Loan delivered in connection therewith are herein referredto collectively as the “Loan Documents”. EXHIBIT H 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]C.As a condition to making the extensions of credit secured by the Deed of Trust, Administrative Agent requires that, subject to the terms and conditionsof this Agreement, the Lease be unconditionally subordinate to the Deed of Trust, subject to the terms of this Agreement. D.Lessor and Lessee have agreed to the subordination, non-disturbance and attornment and other agreements herein.NOW THEREFORE, for valuable consideration, Lessor, Administrative Agent and Lessee hereby agree as follows: 1.SUBORDINATION. 1.1Prior Lien. Lessee hereby agrees (and Lessor hereby consents to such agreement) that the Deed of Trust securing the Note in favor ofAdministrative Agent, and any modifications, renewals or extensions thereof (including, without limitation, any modifications, renewals orextensions with respect to any additional advances made subject to the Deed of Trust), shall unconditionally be and at all times remain a lien onthe Property prior and superior to the Lease; 1.2Subordination. Subject to the provisions of Section 6 below, Lessee intentionally and unconditionally subordinates all of Lessee’s rights underthe Lease and all of Lessee’s right, title and interest in and to the Property to the lien of the Deed of Trust, subject to the terms of this Agreement;and 1.3Whole Agreement. This Agreement shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and theLease, any prior agreements as to the subordination of the Lease to the lien of the Deed of Trust, including, without limitation, those provisions,if any, contained (a) in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages or(b) in any other agreement as to such subordination insofar as it would affect the priority between the Deed of Trust and the Lease. 1.4Use of Proceeds. Lessee hereby acknowledges and agrees that neither Administrative Agent nor any Lender, in making any disbursements(including, without limitation, of insurance proceeds) pursuant to the Note, the Deed of Trust or any loan agreements with respect to theProperty, is under any obligation or duty to Lessee, nor has Administrative Agent or any Lender represented to Lessee that it will, see to theapplication of such proceeds by the person or persons to whom Administrative Agent or such Lender disburses such proceeds, and anyapplication or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement tosubordinate in whole or in part; 1.5Reliance. Lessee understands that Administrative Agent would not enter into this Agreement but for said reliance upon Lessee’s agreements inthis Agreement. 2.ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Administrative Agent. 3.ESTOPPEL. Lessee acknowledges and represents that: 3.1Lease Effective. The Lease has been duly executed and delivered by Lessee and, subject to the terms and conditions thereof, the Lease is in fullforce and effect, the obligations of Lessee thereunder are valid and binding and there have been no modifications or additions to the Lease,written or oral, EXCEPT ; EXHIBIT H 140 NEW MONTGOMERY STREET -2- [Yelp Inc.] 3.2No Default. To the best of Lessee’s knowledge, as of the date hereof: (i) there exists no breach, default, or event or condition which, with thegiving of notice or the passage of time or both, would constitute a breach or default under the Lease; and (ii) there are no existing claims,defenses or offsets against rental due or to become due under the Lease; 3.3Entire Agreement. The Lease constitutes the entire agreement between Lessor and Lessee with respect to the Property and Lessee claims norights with respect to the Property other than as set forth in the Lease; 3.4No Prepaid Rent. No deposits or prepayments of rent have been made in connection with the Lease, except as follows: (if none, state “None”) ; and 3.5No Broker Liens. Neither Lessee nor Lessor has incurred any fee or commission with any real estate broker which would give rise to any lienright under state or local law, except as follows (if none, state “None”): [LIST OF EXISTING CLAIMS HERE]. 4.ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Administrative Agent is the Beneficiary under the Deed ofTrust: 4.1Amendment, Modification, Termination and Cancellation. Lessee acknowledges and agrees that Lessor may have to obtain AdministrativeAgent’s consent to certain amendments, modifications, terminations and cancellations of the Lease as required by the Loan Documents and thatneither Administrative Agent nor any Lender shall be liable for, or subject to any material amendment or modification, or any termination orcancellation of a Lease unless such consent (if required) is given; 4.2Notice of Default. Lessee will notify Administrative Agent in writing concurrently with any notice given to Lessor of any default by Lessorunder the Lease, and Lessee agrees that Administrative Agent has the right (but not the obligation) to cure any breach or default specified in suchnotice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Administrative Agent, if AdministrativeAgent cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof byLessor; provided, however, that if such default cannot with diligence be cured by Administrative Agent within such fifteen (15) day period, thecommencement of action by Administrative Agent within such fifteen (15) day period to remedy the same shall be deemed sufficient so long asAdministrative Agent pursues such cure with diligence; 4.3No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same becomedue under the Lease; and 4.4Assignment of Rents. Upon receipt by Lessee of written notice from Administrative Agent that Administrative Agent has elected to terminate thelicense granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the payment of rents by Lessee to Administrative Agent,Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or theDeed of Trust. 5.ATTORNMENT. In the event of a foreclosure under the Deed of Trust, Lessee agrees for the benefit of Administrative Agent (including for thisSection 5 any transferee of Administrative Agent or any transferee of Lessor’s title in and to the Property by Administrative Agent’s exercise of theremedy of sale by foreclosure under the Deed of Trust) as follows: 5.1Payment of Rent. Lessee shall pay to Administrative Agent all rental payments required to be made by Lessee pursuant to the terms of the Leasefor the duration of the term of the Lease; 5.2Continuation of Performance. Lessee shall be bound to Administrative Agent in accordance with all of the provisions of the Lease for thebalance of the term thereof, and Lessee hereby attorns to EXHIBIT H 140 NEW MONTGOMERY STREET -3- [Yelp Inc.] Administrative Agent as its landlord, such attornment to be effective and self operative without the execution of any further instrumentimmediately upon Administrative Agent succeeding to Lessor’s interest in the Lease and giving written notice thereof to Lessee; 5.3No Offset. Neither Administrative Agent nor any Lender shall be liable for, or otherwise subject to, any offsets or defenses which Lessee mayhave by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under theLease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor toAdministrative Agent. 5.4Delivery of Premises; Tenant Improvements. If Administrative Agent or any Lender shall succeed to the rights of Lessor under the Leasefollowing foreclosure or deed in lieu of foreclosure, then, so long as the Lease remains in full force and effect and Lessee is not in material defaultthereunder after receipt of written notice and the expiration of any applicable cure period, in each case, to the extent required under the Lease,Administrative Agent or Lender (or their successor(s) in interest) shall complete any uncompleted portion of the Landlord Work (as defined inthe Lease) and fund any unfunded portion of the Tenant Improvement Allowance (as defined in the Lease), in each case, subject to and inaccordance with the terms of the Lease as modified by the terms of this Agreement Further, in no event shall Administrative Agent or any Lenderbe liable to Tenant for any amount under Section 2.5 of the Lease unless and until such time as Administrative Agent or Lender (or theirsuccessor(s) in interest) (i) succeeds to the rights of Lessor under the Lease following foreclosure or deed in lieu of foreclosure and (ii) fails tocomplete the Landlord Work (as defined in the Lease) in accordance with the terms of the Lease). Notwithstanding anything in the Lease or thisAgreement to the contrary, if Administrative Agent or any Lender is liable to Tenant pursuant to the immediately preceding sentence, Tenant’sexclusive remedy shall be to obtain a credit against Base Rent (as defined in the Lease) to the extent of the amount due to Tenant underSection 2.5 of the Lease. For the avoidance of doubt, neither Administrative Agent nor any Lender shall be obligated to make any cash paymentto Tenant with respect to any amount due under Section 2.5 of the Lease. 5.5Subsequent Transfer. If Administrative Agent, by succeeding to the interest of Lessor under the Lease, should become obligated to perform thecovenants of Lessor thereunder, then, upon any further transfer of Lessor’s interest by Administrative Agent where such transferee succeeds to theinterest of Lessor under the Lease, all of such obligations, to the extent accruing from and after the date of such transfer, shall terminate as toAdministrative Agent; and 5.6Purchase Option; Right of First Refusal; Insurance or Condemnation Proceeds. Neither Administrative Agent nor any Lender shall be liablefor, or subject to, any option to purchase with respect to the Property, any right of first refusal with respect to the Property, any provisionregarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deedof Trust, except, in each case, to the extent expressly provided in a Lease that has been approved by Administrative Agent. 6.NON DISTURBANCE. In the event of any sale, assignment or transfer of Lessor’s interest under the Lease pursuant to the exercise of any remedy ofAdministrative Agent under the Deed of Trust or assignment of leases and rents, by foreclosure, trustee’s sale, deed or assignment in lieu of foreclosure,or otherwise; or any other transfer of Lessor’s interest in the Property under peril of foreclosure, so long as Lessee shall not be in material default(beyond receipt of any applicable notice and the expiration of cure period provided in the Lease), Administrative Agent agrees for itself and itssuccessors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such event, but ratherthe Lease shall continue in full force and effect and Administrative Agent shall recognize and accept Lessee as tenant under the Lease subject to theterms and provisions of the Lease except as modified by this Agreement. 7.MISCELLANEOUS. 7.1Heirs, Successors, Assigns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors andassigns of the parties hereto; and EXHIBIT H 140 NEW MONTGOMERY STREET -4- [Yelp Inc.] 7.2Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upondelivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certifiedmail, postage prepaid and addressed to the address of Lessor, Lessee or Administrative Agent appearing in the preamble of this Agreement,provided that notices to the Administrative Agent should be to the attention of and reference Loan Number provided, further,however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in themanner set forth in this Agreement. 7.3Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of whichtogether shall constitute and be construed as one and the same instrument; 7.4Remedies Cumulative. All rights of Administrative Agent herein to collect rents on behalf of Lessor under the Lease are cumulative and shall bein addition to any and all other rights and remedies provided by law and by other agreements between Administrative Agent and Lessor orothers; and 7.5Paragraph Headings. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or inany way limiting or applying the provisions hereof.INCORPORATION. Exhibit A [is] [and Lease Guarantor’s Consent are] attached hereto and incorporated herein by this reference. EXHIBIT H 140 NEW MONTGOMERY STREET -5- [Yelp Inc.]IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE:THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOURREAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSESTHAN IMPROVEMENT OF THE LAND.IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYSWITH RESPECT HERETO. “LESSOR” STOCKBRIDGE 138 NEW MONTGOMERY, LLC, a Delawarelimited liability companyBy: Name: Its: “LESSEE” NAME OF LESSEE HEREBy: Name: Its: “ADMINISTRATIVE AGENT” [BREF III SERIES B LLC , a Delaware limited liabilitycompany]By: Name: Its: (ALL SIGNATURES MUST BE ACKNOWLEDGED) EXHIBIT H 140 NEW MONTGOMERY STREET -6- [Yelp Inc.]EXHIBIT ALoan No. DESCRIPTION OF PROPERTYEXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement dated as of DATEOF DOCUMENTS, executed by BORROWER NAME, a general partnership as “Lessor”, NAME OF LESSEE HERE, as “Lessee”, and , as“Administrative Agent”.All that certain real property located in the County of San Francisco, State of California, described as follows:APN EXHIBIT H 140 NEW MONTGOMERY STREET -7- [Yelp Inc.]STATE OF CALIFORNIACOUNTY OF SS. On before me, , personally appeared , who proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same inhis/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.WITNESS my hand and official sealSignature My commission expires . EXHIBIT H 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]STATE OF CALIFORNIACOUNTY OF SS. On before me, , personally appeared , who proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same inhis/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.WITNESS my hand and official sealSignature My commission expires . EXHIBIT H 140 NEW MONTGOMERY STREET -2- [Yelp Inc.]STATE OF CALIFORNIACOUNTY OF SS. On before me, , personally appeared , who proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same inhis/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.WITNESS my hand and official sealSignature My commission expires . EXHIBIT H 140 NEW MONTGOMERY STREET -3- [Yelp Inc.]EXHIBIT ITELECOMMUNICATIONS EQUIPMENT AREA Level 27 Roof EXHIBIT I 140 NEW MONTGOMERY STREET -1- [Yelp Inc.]FIRST AMENDMENT TO OFFICE LEASEThis FIRST AMENDMENT TO OFFICE LEASE ("First Amendment") is made and entered into as of the 14th day of December, 2012, by and betweenSTOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company ("Landlord"), and YELP INC., a Delaware corporation ("Tenant").R E C I T A L S:A. Landlord and Tenant entered into that certain Office Lease dated May 9, 2012 (the "Lease"), whereby Landlord leased to Tenant and Tenant leasedfrom Landlord approximately 98,144 rentable square feet of space (the "Initial Premises"), consisting of (i) 12,268 rentable square feet of space consisting ofthe entire 5th floor and more commonly known as Suite 500; (ii) 12,268 rentable square feet of space consisting of the entire 6th floor and more commonlyknown as Suite 600; (iii) 12,268 rentable square feet of space consisting of the entire 7th floor and more commonly known as Suite 700; (iv) 12,268 rentablesquare feet of space consisting of the entire 8th floor and more commonly known as Suite 800; (v) 12,268 rentable square feet of space consisting of the entire9th floor and more commonly known as Suite 900; (vi) 12,268 rentable square feet of space consisting of the entire 10th floor and more commonly known asSuite 1000; (vii) 12,268 rentable square feet of space consisting of the entire 11th floor and more commonly known as Suite 1100; and (viii) 12,268 rentablesquare feet of space consisting of the entire 12th floor and more commonly known as Suite 1200, of that certain office building located at 140 NewMontgomery Street, San Francisco, California (the "Building").B. Tenant desires to expand the Initial Premises to include approximately 12,268 rentable square feet of space consisting of the entire 4th floor and morecommonly known as Suite 400 of the Building (the "Fourth Floor Premises"), as delineated on Exhibit A attached hereto and made a part hereof, and tomake other modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided.AGREEMENT:NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expresslysuperseded by the terms of this First Amendment.2. Modification of Premises. Effective as of the date of this First Amendment, the Initial Premises shall be expanded to include the Fourth Floor Premises.Except as expressly set forth in this First Amendment, all of the terms of the Lease shall apply to the Fourth Floor Premises as if the Fourth Floor Premiseswere originally part of the Initial Premises.3. Lease Term. The term of Tenant's lease of the Fourth Floor Premises shall commence coterminously with Tenant's lease of the Initial Premises on theLease Commencement Date and shall expire coterminously with Tenant's Lease of the Initial Premises on the Lease Expiration Date, unless sooner terminatedas provided in the Lease, as hereby amended.3.1. Beneficial Occupancy. Tenant shall have the right to occupy the Fourth Floor Premises prior to the Lease Commencement Date, pursuant toSection 2.3 of the Lease.3.2. Late Delivery of Premises. Landlord and Tenant hereby acknowledge and agree that all references to "the Premises" in the Tenant Work Letter,attached to the Lease as Exhibit B (the "Tenant Work Letter"), shall hereinafter refer to, collectively, the Initial Premises and the Fourth Floor Premises.Section 2.5 of the Lease shall be applicable to the Fourth Floor Premises as if it was part of the Initial Premises.4. Base Rent. Tenant shall pay Base Rent for the Initial Premises in accordance with the terms of Article 3 of the Lease, and Tenant shall pay to Landlordmonthly installments of Base Rent for the Fourth Floor Premises as follows: Approximate AnnualMonthly InstallmentRental Rate perLease YearAnnual Base Rentof Base RentRentable Square Foot1$613,400.00$51,116.67$50.002 $631,802.00$52,650.17$51.503$650,756.06$54,229.67$53.054$670,278.74$55,856.56$54.645$690,387.10$57,532.26$56.286$711,098.72$59,258.23$57.967$732,431.68$61,035.97$59.708$754,404.63$62,867.05$61.49The Base Rent for the first full month of Tenant's lease of the Fourth Floor Premises during the Lease Term which occurs after the expiration of anyfree rent period shall be paid at the time of Tenant's execution of this First Amendment.-2-4.1. Abated Base Rent. Subject to the terms of Section 2.5 of the Tenant Work Letter, and provided that an Option Nullification Default, as that termis defined in Section 1.3.7 of the Lease, has not occurred under the Lease, as amended, then during the first (1st) , second (2nd), third (3rd) , fourth (4th) ,thirteenth (13th) and thirty-seventh (371 ) full calendar months of the Lease Term (the "Fourth Floor Premises Rent Abatement Period") Tenant shall not beobligated to pay any Base Rent or Direct Expenses otherwise attributable to the Premises (the "Fourth Floor Premises Rent Abatement"). Tenantacknowledges and agrees that the foregoing Fourth Floor Premises Rent Abatement has been granted to Tenant as additional consideration for entering intothis First Amendment, and for agreeing to pay the Rent and performing the terms and conditions otherwise required under the Lease, as hereby amended.Except as specifically set forth in this Section 4.1, the terms and conditions of Section 3.2 of the Lease shall apply to the Fourth Floor Premises RentAbatement.5. Tenant's Share of Building Direct Expenses. Notwithstanding anything to the contrary in the Lease, effective as of the date of this First Amendment,Tenant's Share shall equal approximately thirty-seven and thirty-one hundredths percent (37.31%). Except as specifically set forth in this Section 5, Tenantshall pay Tenant's Share of Building Direct Expenses in connection with the Premises as set forth in Article 4 of the Lease.6. Fourth Floor Premises Improvements. Except as specifically set forth in the this First Amendment, Landlord shall not be obligated to provide or payfor any improvement work or services related to the improvement of the Fourth Floor Premises. Landlord shall construct the Tenant Improvements in theFourth Floor Premises pursuant to the terms of the Tenant Work Letter. Landlord and Tenant hereby acknowledge and agree that, effective as of the date ofthis First Amendment, the Tenant Improvement Allowance set forth in Section 13 of the Summary of the Lease shall be amended and restated as "$6,624,720(i.e., $60.00 per rentable square foot of the Premises, multiplied by 110,412 rentable square feet)."6.1. Modification of Expansion Space. Landlord and Tenant hereby acknowledge and agree that Tenant shall continue to have the right to leaseexpansion space as set forth in Section 1.3 of the Lease, provided that, effective as of the date of this First Amendment:6.1.1 the term "Expansion Space l," as defined in Section 1.3.1 of the Lease, shall be redefined as "12,268 rentable square feet of space consistingof the entire thirteenth (13th) floor of the Building and more commonly known as Suite 1300"; and6.1.2 the annual Base Rent payable by Tenant for Expansion Space 1, as set forth in Section 1.3.4 of the Lease shall amended as restated as "equal to(i) $61.50" per rentable square foot, and shall be subject to the annual increase as set forth in Section 1.4.3 of the Lease.7. Subordination. Concurrently with the execution of this First Amendment, Landlord, at Landlord's sole cost and expense, shall deliver to Tenant anSNDAA, as that term is defined in Article 18 of the Lease and in the form attached as Exhibit H of the Lease, with respect to the Fourth Floor Premises fromany and all Superior Holders existing as of the date of this First Amendment.-3-8. Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with thenegotiation of this First Amendment other than CBRE, Inc. and The CAC Group, Inc. (the "Brokers") and that they know of no real estate broker or agentwho is entitled to a commission in connection with this First Amendment other than the Brokers. Each party agrees to indemnify and defend the other partyagainst and hold the other party harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses(including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing onaccount of the indemnifying party's dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifyingparty. The terms of this Section 8 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.9. Parking. Tenant shall be entitled to rent one (1) unreserved parking pass in connection with Tenant's lease of the Fourth Floor Premises (the "FourthFloor Premises Parking Pass"), which Tenant shall lease in accordance with the provisions of Section 29.32 of the Lease.10. Letter of Credit. Landlord and Tenant acknowledge that, pursuant to the terms of the Lease, Tenant has delivered to Landlord an L-C in the amountof Three Million Nine Hundred Seventy-Four Thousand Eight Hundred Thirty-Two and 00/100 Dollars ($3,974,832.00). Tenant shall increase the L-CAmount, on or before July 1, 2013, to an amount equal to Four Million Four Hundred Seventy-One Thousand Six Hundred Eighty-Six and 00/100 Dollars($4,471,686.00). Landlord and Tenant hereby acknowledge and agree that, effective as of the date of this First Amendment, Section 21.3.2 of the Lease shallbe amended and restated as follows:"Reduction of L-C Amount. To the extent that Tenant is not in default under this Lease, the L-C Amount shall be reduced as follows:Date of ReductionL-C Amount*Fifth (5th) anniversary of the Lease Commencement Date$2,980,826.00Sixth (6th) anniversary of the Lease Commencement Date$1,490,413.00*To the extent the L-C Amount has been increased pursuant to the terms of Section 1.3.4 ofthis Lease, above, the reduced L-C Amounts set forth in this table, above, shall beproportionally increased (based on the same ratio of the initial L-C Amount to the reducedL-C Amount set forth above) by the amount of the increase to the L-C Amount pursuant toSection 1.3.4.-4-Notwithstanding anything to the contrary set forth in this Section 21.3.2, in no event shall the L-C Amount as set forth above decrease during anyperiod in which Tenant is in default under this Lease, but such decrease shall take place retroactively after such default is cured, provided that no suchdecrease shall thereafter take effect in the event this Lease is terminated early due to such default by Tenant."11. No Further Modification. Except as set forth in this First Amendment, all of the terms and provisions of the Lease shall apply with respect to theFourth Floor Premises and shall remain unmodified and in full force and effect.[signatures follow on next page]IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written."LANDLORD""TENANT" STOCKBRIDGE 138 NEW MONTGOMERYYELP INC.,LLC, a Delaware limited liability companya Delaware corporation By: /s/ Kristin RenaudinBy: /s/ Rob Krolik Name: Kristin RenaudinName: Rob Krolik Title: Vice PresidentTitle CFO-5-EXHIBIT A140 NEW MONTGOMERY STREETOUTLINE OF FOURTH FLOOR PREMISESNote: The following is applicable to floor 4.EXHIBIT A-1-SECOND AMENDMENT TO OFFICE LEASEThis SECOND AMENDMENT TO OFFICE LEASE ("Second Amendment") is made and entered into as of the 30th day of May, 2013, by and betweenSTOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company ("Landlord"), and YELP INC., a Delaware corporation ("Tenant").R E C I T A L S :A. Landlord and Tenant entered into that certain Office Lease dated May 9, 2012 (the "Office Lease"), as amended by that certain First Amendment toOffice Lease dated December 14, 2012 (the "First Amendment"), whereby Landlord leased to Tenant and Tenant leased from Landlord approximately110,412 rentable square feet of space (the "Initial Premises"), consisting of (i) 12,268 rentable square feet of space consisting of the entire 5th floor and morecommonly known as Suite 500; (ii) 12,268 rentable square feet of space consisting of the entire 6th floor and more commonly known as Suite 600; (iii)12,268 rentable square feet of space consisting of the entire 7th floor and more commonly known as Suite 700; (iv) 12,268 rentable square feet of spaceconsisting of the entire 8th floor and more commonly known as Suite 800; (v) 12,268 rentable square feet of space consisting of the entire 9th floor and morecommonly known as Suite 900; (vi) 12,268 rentable square feet of space consisting of the entire 10th floor and more commonly known as Suite 1000; (vii)12,268 rentable square feet of space consisting of the entire 11th floor and more commonly known as Suite 1100; (viii) 12,268 rentable square feet of spaceconsisting of the entire 12 floor and more commonly known as Suite 1200; and (ix) 12,268 rentable square feet of space consisting of the entire 4th floor andmore commonly known as Suite 400, of that certain office building located at 140 New Montgomery Street, San Francisco, California (the "Building"). TheOffice Lease and the First Amendment are collectively referred to herein as the "Lease".B. Tenant desires to expand the Initial Premises to include approximately 12,364 rentable square feet of space consisting of the entire 2nd floor and morecommonly known as Suite 200 of the Building (the "Second Floor Premises"), as delineated on Exhibit A attached hereto and made a part hereof, and tomake other modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided.AGREEMENT:NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expresslysuperseded by the terms of this Second Amendment.2. Modification of Premises. Effective as of the date of this Second Amendment, the Initial Premises shall be expanded to include the Second FloorPremises. Except as expressly set forth in this Second Amendment, all of the terms of the Lease shall apply to the Second Floor Premises as if the SecondFloor Premises were originally part of the Initial Premises.3. Lease Term. The term of Tenant's lease of the Second Floor Premises shall commence coterminously with Tenant's lease of the Initial Premises on theLease Commencement Date and shall expire coterminously with Tenant's lease of the Initial Premises on the Lease Expiration Date, unless sooner terminatedas provided in the Lease, as hereby amended.3.1. Beneficial Occupancy. Tenant shall have the right to occupy the Second Floor Premises prior to the Lease Commencement Date, pursuant toSection 2.3 of the Office Lease.3.2. Late Delivery of Second Floor Premises. Landlord and Tenant hereby acknowledge and agree that Section 2.5 of the Office Lease shall notapply to the Second Floor Premises. Notwithstanding the foregoing, if Landlord fails to cause the Tenant Improvement Commencement Delivery Date withrespect to the Second Floor Premises to occur on or before July 1, 2013, then the Lease Commencement Date with respect to the Second Floor Premises shallbe delayed by one (1) day for each day that occurs after July 1, 2013 and before the Tenant Improvement Commencement Delivery Date with respect to theSecond Floor Premises.4. Base Rent. Tenant shall pay Base Rent for the Initial Premises in accordance with the Lease, and Tenant shall pay to Landlord monthly installments ofBase Rent for the Second Floor Premises as follows: Approximate AnnualMonthly InstallmentRental Rate perLease YearAnnual Base Rentof Base RentRentable Square Foot1$680,019.96$56,668.33$55.0002 $700,420.56$58,368.38$56.6503$721,433.16$60,119.43$58.3504$743,076.24$61,923.02$60.1005$765,368.52$63,780.71$61.9036$788,329.56$65,694.13$63.7607$811,979.40$67,664.95$65.6738$836,338.80$69,694.90$67.643-2-The Base Rent for the first full month of Tenant's lease of the Second Floor Premises during the Lease Term which occurs after the expiration of anyfree rent period shall be paid at the time of Tenant's execution of this Second Amendment.4.1. Abated Base Rent. Provided that an Option Nullification Default, as that term is defined in Section 1.3.7 of the Office Lease, has not occurredunder the Lease, as amended, then during the first (1st), second (2nd), third (3rd), thirteenth (13th) and thirty-seventh (37th) full calendar months of the LeaseTerm (the "Second Floor Premises Rent Abatement Period") Tenant shall not be obligated to pay any Base Rent or Direct Expenses otherwise attributableto the Premises (the "Second Floor Premises Rent Abatement"). Tenant acknowledges and agrees that the foregoing Second Floor Premises Rent Abatementhas been granted to Tenant as additional consideration for entering into this Second Amendment, and for agreeing to pay the Rent and performing the termsand conditions otherwise required under the Lease, as hereby amended. Except as specifically set forth in this Section 4.1, the terms and conditions of Section3.2 of the Office Lease shall apply to the Second Floor Premises Rent Abatement.5. Tenant's Share of Building Direct Expenses. Notwithstanding anything to the contrary in the Lease, effective as of the Lease Commencement Datewith respect to the Second Floor Premises, Tenant's Share with respect to the Second Floor Premises shall equal approximately four and eighteen hundredthspercent (4.18%). Except as specifically set forth in this Section 5, Tenant shall pay Tenant's Share of Building Direct Expenses in connection with the SecondFloor Premises pursuant to Article 4 of the Office Lease.6. Second Floor Premises Improvements. Except as specifically set forth in the this Second Amendment, Landlord shall not be obligated to provide orpay for any improvement work or services related to the improvement of the Second Floor Premises. Landlord shall construct the Tenant Improvements in theSecond Floor Premises pursuant to the terms of the Tenant Work Letter, attached to the Office Lease as Exhibit B (the "Tenant Work Letter"),; provided,however, in connection with this Second Amendment:6.1. All references to the "Premises" in the Tenant Work Letter shall refer to the Second Floor Premises only;6.2. The TI Commencement Delivery Date, as that term is defined in Section 1.2.3 of the Tenant Work Letter, shall occur on or before July 1, 2013.6.3. The Tenant Improvement Allowance, as that term is defined in Section 2.1 of the Tenant Work Letter, shall be an amount equal to Seven HundredForty-One Thousand Eight Hundred Forty and 00/100 Dollars ($741,840.00) (i.e., $60.00 per rentable square foot of the Second Floor Premises, multiplied by12,364 rentable square feet);6.4. There shall be no Landlord Drawing Contribution, as that term is defined in Section 2.4 of the Tenant Work Letter, in connection with the SecondFloor Premises;6.5. The Coordination Fee, as that term is defined in Section 4.2.2.1 of the Tenant Work Letter, shall be an amount equal to Six Thousand OneHundred Seventy-Seven and 00/100 Dollars ($6,166.00) (i.e., an amount equal to $0.50 per rentable square foot of the Second Floor Premises);-3-6.6. Landlord and Tenant hereby acknowledge that Tenant has elected to receive the HVAC Credit, as that term is defined in Section 2.5 of the TenantWork Letter, in the sum of Fifty Six Thousand Six Hundred Sixty-Eight and 33/100 Dollars ($56,668.33) in lieu of the abatement of Base Rent for the fourth(4th) full calendar month of the Lease Term and;6.7. Pursuant to Section 1.2.2 of the Work Letter, Landlord shall cause the Base Building to comply with the conditions set forth in Schedule 1 of theTenant Work Letter ("Schedule 1"); provided, however, with respect to the Premises, in lieu of Section 4(o) of Schedule 1, Landlord shall perform theleveling work set forth in Exhibit B, attached hereto.7. Modification of Expansion Space. Landlord and Tenant hereby acknowledge and agree that the Second Floor Premises is "Expansion Space 3," as setforth in Section 1.3. l(C) of the Office Lease. Therefore, all references to Expansion Space 3 in the Lease, including, without limitation, Section 1.3 of theOffice Lease, are hereby deleted and of no further force or effect.8. Subordination. Concurrently with the execution of this Second Amendment, Landlord, at Landlord's sole cost and expense, shall deliver to Tenant anSNDAA, as that term is defined in Article 18 of the Office Lease and in the form attached as Exhibit H of the Office Lease, with respect to the Second FloorPremises from any and all Superior Holders existing as of the date of this Second Amendment.9. Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with thenegotiation of this Second Amendment other than CBRE, Inc. and The CAC Group, Inc. (the "Brokers") and that they know of no real estate broker or agentwho is entitled to a commission in connection with this Second Amendment other than the Brokers. Each party agrees to indemnify and defend the otherparty against and hold the other party harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses(including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing onaccount of the indemnifying party's dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifyingparty. The terms of this Section 9 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.10. Parking. Tenant shall be entitled to rent one (1) unreserved parking pass in connection with Tenant's lease of the Second Floor Premises (the "SecondFloor Premises Parking Pass"), which Tenant shall lease in accordance with the provisions of Section 29.32 of the Office Lease.11. Letter of Credit. Landlord and Tenant hereby acknowledge and agree that Section 21.3 of the Office Lease is hereby amended and restated as follows:-4-"21.3.1 L-C Amount. On or before July 1, 2013, the L-C Amount shall be an amount equal to Four Million Nine Hundred Forty-Four Thousand EightHundred Ninety-Seven and 00/100 ($4,944,897.00).21.3.2 Reduction of L-C Amount. To the extent that Tenant is not in default under this Lease, the L-C Amount shall be reduced as follows:Date of ReductionL-C Amount*Fifth (5th) anniversary of the Lease Commencement Date$3,296,598.00Sixth (6th) anniversary of the Lease Commencement Date$1,648,299.00*To the extent the L-C Amount has been increased pursuant to the terms of Section 1.3.4 ofthis Lease, above, the reduced L-C Amounts set forth in this table, above, shall beproportionally increased (based on the same ratio of the initial L-C Amount to the reducedL-C Amount set forth above) by the amount of the increase to the L-C Amount pursuant toSection 1.3.4.Notwithstanding anything to the contrary set forth in this Section 21.3.2, in no event shall the L-C Amount as set forth above decrease during anyperiod in which Tenant is in default under this Lease, but such decrease shall take place retroactively after such default is cured, provided that no suchdecrease shall thereafter take effect in the event this Lease is terminated early due to such default by Tenant."11.1. Deletion. Landlord and Tenant hereby agree and acknowledge that Section 10 of the First Amendment is hereby deleted in its entirety and is ofno further force or effect.12. No Further Modification. Except as set forth in this Second Amendment, all of the terms and provisions of the Lease shall apply with respect to theSecond Floor Premises and shall remain unmodified and in full force and effect.[signatures follow on next page]-5-IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and year first above written."LANDLORD" "TENANT" STOCKBRIDGE 138 NEW MONTGOMERYYELP INC., LLC, a Delaware limited liability companya Delaware corporation By: /s/ Kevin D. CoxBy: /s/ Rob Krolik Name: Kevin D. CoxName: Rob Krolik Title: Managing DirectorTitle: CFO By: Name: Title:-6-EXHIBIT A140 NEW MONTGOMERY STREETOUTLINE OF SECOND FLOOR PREMISESNote: The following is applicable to floor 2.EXHIBIT A-1-EXHIBIT B140 NEW MONTGOMERY STREETLEVELING WORKTHIRD AMENDMENT TO OFFICE LEASEThis THIRD AMENDMENT TO OFFICE LEASE ("Third Amendment") is made and entered into as of the 22nd day of November, 2013, by and betweenSTOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company ("Landlord"), and YELP INC., a Delaware corporation ("Tenant").R E C I T A L S :A. Landlord and Tenant entered into that certain Office Lease dated May 9, 2012 (the "Office Lease"), as amended by that certain First Amendment toOffice Lease dated December 14, 2012 (the "First Amendment") and that certain Second Amendment to Office Lease dated May 30, 2013 (the "SecondAmendment"), whereby Landlord leased to Tenant and Tenant leased from Landlord approximately 122,776 rentable square feet of space (the "InitialPremises"), consisting of (i) 12,268 rentable square feet of space consisting of the entire 5th floor and more commonly known as Suite 500; (ii) 12,268rentable square feet of space consisting of the entire 6th floor and more commonly known as Suite 600; (iii) 12,268 rentable square feet of space consisting ofthe entire 7th floor and more commonly known as Suite 700; (iv) 12,268 rentable square feet of space consisting of the entire 8th floor and more commonlyknown as Suite 800; (v) 12,268 rentable square feet of space consisting of the entire 9th floor and more commonly known as Suite 900; (vi) 12,268 rentablesquare feet of space consisting of the entire 10th floor and more commonly known as Suite 1000; (vii) 12,268 rentable square feet of space consisting of theentire 11th floor and more commonly known as Suite 1100; (viii) 12,268 rentable square feet of space consisting of the entire 12 floor and more commonlyknown as Suite 1200; (ix) 12,268 rentable square feet of space consisting of the entire 4th floor and more commonly known as Suite 400; and (x) 12,364rentable square feet of space consisting of the entire 2nd floor and more commonly known as Suite 200, of that certain office building located at 140 NewMontgomery Street, San Francisco, California (the "Building"). The Office Lease, the First Amendment and the Second Amendment are collectively referredto herein as the "Lease".B. Tenant desires to expand the Initial Premises to include approximately 12,268 rentable square feet of space consisting of the entire 13th floor and morecommonly known as Suite 1300 of the Building (the "Thirteenth Floor Premises"), as delineated on Exhibit A attached hereto and made a part hereof, andto make other modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided.AGREEMENT:NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expresslysuperseded by the terms of this Third Amendment.2. Modification of Premises. Effective as of the "Thirteenth Floor Premises Commencement Date," as that term is defined in Section 3, below, the InitialPremises shall be expanded to include the Thirteenth Floor Premises. As of the Thirteenth Floor Premises Commencement Date, the Thirteenth Floor Premisesshall be deemed part of the Premises for all purposes under the Lease, as amended.3. Lease Term. The term of Tenant's lease of the Thirteenth Floor Premises shall commence on October 1, 2014 (the "Thirteenth Floor PremisesCommencement Date") and shall expire coterminously with Tenant's lease of the Initial Premises on the Lease Expiration Date, unless sooner terminated asprovided in the Lease, as hereby amended. The period of time commencing on the Thirteenth Floor Commencement Date and ending on the Lease ExpirationDate shall be known as the "Thirteenth Floor Premises Lease Term."3.1. Delivery of Thirteenth Floor Premises. Landlord and Tenant hereby acknowledge and agree that Section 2.5 of the Office Lease shall not applyto the Thirteenth Floor Premises. Landlord shall deliver the Thirteenth Floor Premises, in its currently existing "as is" condition, to Tenant for construction ofthe Tenant Improvements pursuant to Section 6, below, on October 1, 2014. For purposes of Section 1938 of the California Civil Code, Landlord herebydiscloses to Tenant, and Tenant hereby acknowledges, that the neither the Initial Premises nor the Thirteenth Floor Premises have undergone inspection by aCertified Access Specialist (CASp).4. Base Rent. Tenant shall pay Base Rent for the Initial Premises in accordance with the Lease, and, as of the Thirteenth Floor Premises CommencementDate, Tenant shall pay to Landlord monthly installments of Base Rent for the Thirteenth Floor Premises as follows:Period During the Approximate AnnualThirteenth Floor Monthly Installment Rental Rate perPremises Lease TermAnnual Base Rentof Base RentRentable Square FootOctober 1, 2014- September 30, 2015$754,482.00$62,873.50$61.50October 1, 2015 -September 30, 2016$777,116.52$64,759.71$63.35October 1, 2016 -September 30, 2017$800,430.00$66,702.50$65.25October 1, 2017 -September 30, 2018$824,442.84$68,703.57$67.20October 1, 2018 -September 30, 2019$849,176.16$70,764.68$69.22October 1, 2019-September 30, 2020$874,651.44$72,887.62$71.30October 1, 2020 -September 30, 2021$900,891.00$75,074.25$73.434-2-The Base Rent for the first full month of Tenant's lease of the Thirteenth Floor Premises during the Lease Term shall be paid at the time of Tenant's executionof this Third Amendment.5. Tenant's Share of Building Direct Expenses. Notwithstanding anything to the contrary in the Lease, effective as of the Thirteenth Floor PremisesCommencement Date, Tenant's Share with respect to the Thirteenth Floor Premises shall equal approximately four and fourteen hundredths percent (4.14%),and Tenant's share with respect to the entire Premises shall equal approximately forty-five and sixty-three hundredths percent (45.63%). Except asspecifically set forth in this Section 5, Tenant shall pay Tenant's Share of Building Direct Expenses in connection with the Thirteenth Floor Premisespursuant to Article 4 of the Office Lease.6. Thirteenth Floor Premises Improvements. Except as specifically set forth in this Third Amendment, Landlord shall not be obligated to provide or payfor any improvement work or services related to the improvement of the Thirteenth Floor Premises. Tenant shall cause the construction of the TenantImprovements in the Thirteenth Floor Premises pursuant to the terms of the Tenant Work Letter; provided, however, in connection with this ThirdAmendment:6.1. All references to the "Premises" in the Tenant Work Letter shall refer to the Thirteenth Floor Premises only and all references to the "LeaseCommencement Date" shall refer to the "Thirteenth Floor Premises Commencement Date".6.2. The Tenant Improvement Allowance, as that term is defined in Section 2.1 of the Tenant Work Letter, with respect to the Thirteenth FloorPremises shall be an amount equal to Six Hundred Forty-Four Thousand Seventy and 00/100 Dollars ($644,070.00) (i.e., $52.50 per rentable square foot ofthe Thirteenth Floor Premises, multiplied by 12,268 rentable square feet).6.3. Landlord and Tenant hereby acknowledge and agree that Section 1.2 of the Tenant Work Letter (Landlord Work; Delivery Condition) shall notbe applicable to the Thirteenth Floor Premises. Landlord shall provide to Tenant an additional allowance of up to Two Hundred Forty-Five Thousand ThreeHundred Sixty and 00/100 Dollars ($245,360.00) (i.e., $20.00 per rentable square foot of the Thirteenth Floor Premises, multiplied by 12,268 feet) for Tenantto cause, as part of the Tenant Improvements for the Thirteenth Floor Premises, the Base Building to comply with the conditions set forth on Schedule 1 tothe Tenant Work Letter (the "Base Building Allowance"). The Base Building Allowance shall be disbursed by Landlord pursuant to the same procedure asthe Tenant Improvements Allowance for the Thirteenth Floor Premises.-3-6.4. There shall be no Landlord Drawing Contribution, as that term is defined in Section 2.4 of the Tenant Work Letter, in connection with theThirteenth Floor Premises.6.5. There shall be no HVAC Credit, as that term is defined in Section 2.5 of the Tenant Work Letter, in connection with the Thirteenth Floor Premises.6.6. The Coordination Fee, as that term is defined in Section 4.2.2.1 of the Tenant Work Letter, with respect to the Thirteenth Floor Premises shall bean amount equal to Six Thousand One Hundred Thirty-Four and 00/100 Dollars ($6,134.00) (i.e., an amount equal to $0.50 per rentable square foot of theThirteenth Floor Premises).6.7. Notwithstanding anything set forth in Section 4 of the Tenant Work Letter to the contrary, Tenant (as opposed to Landlord) shall retain thecontractor to construct the Tenant Improvements in the Thirteenth Floor Premises. Landlord shall have no obligation to enforce the terms of the Contract withrespect to the construction of the Tenant Improvements in the Thirteenth Floor Premises. Landlord shall disburse the Tenant Improvements Allowance andthe Base Building Allowance in accordance with Landlord's standard disbursement process, which shall include the terms set forth in Exhibit B, attachedhereto.6.8. Contractor and all of Tenant's agents shall comply with the insurance requirements set forth in Exhibit C attached hereto.7. Modification of Expansion Space. Landlord and Tenant hereby acknowledge and agree that the Thirteenth Floor Premises is "Expansion Space 1," asset forth in Section 6.1 of the First Amendment. Therefore, all references to Expansion Space 1 in the Lease, including, without limitation, Section 6.1 of theFirst Amendment, are hereby deleted and of no further force or effect.8. Right of First Offer. Landlord hereby grants to the originally named Tenant herein ("Original Tenant") and any "Permitted Transferee," as that term isdefined in Section 14.8 of the Office Lease, an ongoing right of first offer (the "Right of First Offer") with respect to any space becoming available for leaseto third parties on the fourteenth (14th) , fifteenth (15th) or sixteenth (16th) floors of the Building (collectively, the "First Offer Space"). Tenant's right of firstoffer shall be on the terms and conditions set forth in this Section 8. Notwithstanding the foregoing, the Right of First Offer shall commence only followingthe expiration or earlier termination of the existing leases (including renewals and extensions, whether pursuant to rights currently existing or hereaftergranted) of the First Offer Space. In addition, Tenant's Right of First Offer shall be subordinate to all rights of other tenants of the Project, which rights relateto the First Offer Space and which rights are set forth in leases of space in the Project existing as of the date hereof, each including any expansion, first offer,first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to leaseamendments or new leases (all such tenants under existing leases of the First Offer Space and other tenants of the Project, collectively, the "Superior RightHolders"). If Tenant, following its receipt of a "First Offer Notice," as that term is defined in Section 8.1, below, fails to exercise its right to lease all or anyportion of the First Offer Space, then Landlord shall have a right to enter into an interim lease (an "Interim Lease") with a third party with respect to suchspace (i.e., the space set forth in the First Offer Notice), and Tenant's right of first offer as set forth in this Section 8 shall be subordinate the all rights of thetenant under the Interim Lease and such tenant shall be deemed a Superior Right Holder.-4-8.1. Procedure for Offer. Landlord shall notify Tenant (a "First Offer Notice") from time to time when the First Offer Space or any portion thereofbecomes available for lease to third parties. A First Offer Notice shall describe the space so offered to Tenant, the rentable square footage of the space sooffered, the "First Offer Rent," as that term is defined in Section 8.3 below, and the other economic terms upon which Landlord is willing to lease such spaceto Tenant and the anticipated "First Offer Commencement Date," as that term is defined in Section 8.5, below.8.2. Procedure for Acceptance. If Tenant wishes to exercise the Right of First Offer with respect to the space described in a First Offer Notice, thenwithin five (5) business days of delivery of such First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's exercise of the Right of FirstOffer with respect to the entire space described in the First Offer Notice on the terms contained in such notice ("First Offer Exercise Notice"); provided,however, that Tenant may deliver a First Offer Exercise Notice pursuant to which Tenant expressly rejects Landlord's determination of the "Market Rent," asthat term is defined in Section 2.2.2 of the Office Lease, for the First Offer Space, in which event Landlord and Tenant shall, within five (5) business days afterLandlord's receipt of Tenant's First Offer Exercise Notice, meet and discuss the Market Rent for the First Offer Space in an attempt to reach agreement as to theapplicable First Offer Rent. If Landlord and Tenant do not reach agreement within such five (5) business day period, then the parties will determine MarketRent in accordance with Exhibit F of the Office Lease; provided, however, in connection with this Third Amendment:8.2.1 All references to "this Lease" in Exhibit F shall refer to "this Third Amendment."8.2.2 All references to "the commencement of the Option Term" and "the first day of the Option Term" in Exhibit F shall refer to "the First OfferCommencement Date," as that term is defined in Section 8.5, below.8.2.3 All references to "the Premises" in Exhibit F shall refer to "the First Offer Space."8.2.4 The phrase "and consisting of 40,000 rentable square feet of space or greater transactions" in Section 1 of Exhibit F shall be replaced withthe phrase "and consisting of the same or greater square footage."8.2.5 The phrase "during the Option Term" in Section 2 of Exhibit F shall be replaced with the phrase "in connection with the First Offer Space."8.2.6 The phrase "an Option Term" in Section 3 of Exhibit F shall be replaced with "the First Offer Space."8.2.7 The reference to "Option Space" in Section 3 of Exhibit F shall refer to the "First Offer Space."-5-8.2.8 All references to "the Option Term TI Allowance" in Exhibit F shall refer to "the First Offer Space TI Allowance."8.2.9 The phrase "the Option Term" in Section 6 of Exhibit F shall be replaced with "the First Offer Space."8.3. First Offer Rent. The "Rent," as that term is defined in Section 4.1 of the Office Lease, payable by Tenant for the First Offer Space (the "FirstOffer Rent") shall be equal to the Market Rent, as applicable to the First Offer Space.8.4. Construction In First Offer Space. Tenant shall accept the First Offer Space in the condition specified in the First Offer Notice. Any improvementallowance to be provided to Tenant will be described in the First Offer Notice and shall be determined as a component of Market Rent. The construction ofimprovements in the First Offer Space shall comply with the terms of Article 8 of the Office Lease.8.5. Amendment to Lease. If Tenant timely exercises Tenant's right to lease the First Offer Space as set forth herein, Landlord and Tenant shall withinthirty (30) days thereafter execute an amendment to the Lease (the "First Offer Amendment") for such First Offer Space upon the terms and conditions as setforth in the First Offer Notice and this Section_R. The term of the Lease with respect to the First Offer Space shall commence upon the date of delivery of suchFirst Offer Space to Tenant (the "First Offer Commencement Date") and terminate on the date set forth in the First Offer Notice therefor. The date uponwhich Tenant is obligated to commence paying Rent for such First offer Space will be as set forth in the First Offer Notice and shall be as determined as acomponent of Market Rent.8.6. Termination of Right of First Offer. The rights contained in this Section 8 shall be personal to the Original Tenant and any Permitted Transferee,and may only be exercised by Original Tenant or any Permitted Transferee (and not by any other assignee, sublessee or "Transferee," as that term is defined inSection 14.l of this Lease, of Tenant's interest in the Office Lease) if Original Tenant occupies at least seventy-five percent (75%) of the Premises. Tenant shallnot have the right to lease First Offer Space, as provided in this Section 8, if, as of the date of the attempted exercise of any right of first offer by Tenant,Tenant is in default under the Lease, as amended, beyond any applicable notice and cure period, or as of the scheduled date of delivery of such First OfferSpace to Tenant, Tenant is in default under the Lease, as amended, beyond any applicable notice and cure period, or Tenant has previously been in defaultunder the Lease, as amended, beyond any applicable notice and cure period, during the immediately preceding twelve (12) month period.9. Subordination. Concurrently with the execution of this Third Amendment, Landlord, at Landlord's sole cost and expense, shall deliver to Tenant anSNDAA, as that term is defined in Article 18 of the Office Lease and in the form attached as Exhibit H of the Office Lease, with respect to the Thirteenth FloorPremises from any and all Superior Holders existing as of the date of this Third Amendment.-6-10. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with thenegotiation of this Third Amendment other than CBRE, Inc. and The CAC Group, Inc. (the "Brokers") and that they know of no real estate broker or agentwho is entitled to a commission in connection with this Third Amendment other than the Brokers. Each party agrees to indemnify and defend the other partyagainst and hold the other party harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses(including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing onaccount of the indemnifying party's dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifyingparty. The terms of this Section 10 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.11. Parking. Tenant shall be entitled to rent one (1) unreserved parking pass in connection with Tenant's lease of the Thirteenth Floor Premises (the"Thirteenth Floor Premises Parking Pass"), which Tenant shall lease in accordance with the provisions of Section 29.32 of the Office Lease.12. Letter of Credit. Landlord and Tenant hereby acknowledge and agree that, in accordance with Section 21.3.3 of the Office Lease, Tenant has satisfiedthe conditions set forth therein, and, therefore, the L-C Amount has been reduced to Zero Dollars ($0.00) for the remainder of the initial Lease Term and anyOption Term. In connection therewith, Landlord shall return the L-C to Tenant within thirty (30) days of the date of this Third Amendment.13. No Further Modification. Except as set forth in this Third Amendment, all of the terms and provisions of the Lease shall apply with respect to theThirteenth Floor Premises and shall remain unmodified and in full force and effect.[signatures follow on next page]-7-IN WITNESS WHEREOF, this Third Amendment has been executed as of the day and year first above written."LANDLORD""TENANT" STOCKBRIDGE 138 NEW MONTGOMERYYELP INC.,LLC, a Delaware limited liability companya Delaware corporation By: /s/ Stephen PilchBy: /s/ Rob Krolik Name: Stephen PilchName: Rob Krolik Title: Senior Vice PresidentTitle: CFO By: Name: Title:-8-EXHIBIT A140 NEW MONTGOMERY STREETOUTLINE OF THIRTEENTH FLOOR PREMISESNote: The following is applicable to floor 13.EXHIBIT B-1-EXHIBIT BLANDLORD'S STANDARD DISBURSEMENT PROCESSDuring the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for TenantImprovement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows. All references herein to"Premises" shall refer to the Thirteenth Floor Premises.1. Monthly Disbursements. On or before the day of each calendar month, as determined by Landlord, during the construction of the TenantImprovements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the "Contractor," as that term isdefined in Section 4.1.1 of the Tenant Work Letter, approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentageof completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from allof Tenant's agents for labor rendered and materials delivered to the Premises; (iii) executed mechanic's lien releases from all of Tenant's agents which shallcomply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other informationreasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materialssupplied as set forth in Tenant's payment request. Thereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant inpayment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known asthe "Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention),provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Approved Working Drawings, or due to anysubstandard work, or for any other reason. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnishedor materials supplied as set forth in Tenant's payment request.2. Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention shall be delivered by Landlord to Tenantfollowing the completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases incompliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), (ii) Landlord has determined that nosubstandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems ofthe Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leasedpremises in the Building and (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction ofthe Tenant Improvements in the Premises has been substantially completed.3. Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred byTenant for Tenant Improvement Allowance Items. All Tenant Improvement Allowance Items for which the Tenant Improvement Allowance has been madeavailable shall be deemed Landlord's property under the terms of this Lease. Removal of the Tenant Improvements upon the expiration or earlier terminationof the Lease shall be in accordance with Section 2.1 of the Tenant Work Letter.EXHIBIT B-1-EXHIBIT CINSURANCE REQUIREMENTSStockbridge 138 New Montgomery, LLC - OwnerWilson Meany L.P. - as ManagerContractor Insurance Requirements for 140 New Montgomery Street, San Francisco, CA 94105All Contractors working at the property, on behalf of the Owner, Property Manager, or Tenants, are required to provide evidence of insurance. Please ask yourinsurance agent to send us a certificate of insurance, showing the required coverage, and the additional insured endorsement, showing that we have beenadded to your policy.Minimum Limits of Insurance - Contractor shall maintain limits no less than:●General Liability (to include contractual liability, personal injury protection and completed operations coverage).●$2,000,000 per occurrence for bodily injury and property damage.●$10,000,000 general aggregate.Note--these limits can be obtained through a combination of general liability and excess liability insurance.Property Insurance coverage for tools and equipment brought onto and/pr used on any Facility by the contractor in an amount equal to thereplacement costs.●Workman's Compensation insurance conforming to the limits required in the state in which the work is performed.●For Tenant Improvement or Alteration Projects - Tenant to carry Builder's All Risk insurance covering the construction of the work in question.●Waiver of Subrogation.●Employer's Liability: $1,000,000 minimum per incident.●Automobile Liability: $1,000,000 per incident.Additional Insured EndorsementThe insurance policy should be endorsed to show the following parties as additional insureds. You must provide the actual endorsement or the policy pagesshowing "Who is An Insured".Stockbridge 138 New Montgomery LLCStockbridge Capital Group LLCWilson Meany LPWilson Meany IncBREF Series B LLCWells Fargo Bank N.A. LoanCertificate HolderStockbridge 138 New Montgomery LLCc/o Wilson Meany L.P.Four Embarcadero Center, Suite 3330San Francisco, CA 94111Fax: 415-273-8634NOTE: This form is intended to be used as a guide only. Should any conflicts arise between this document and any requirements in the contract (or contractaddendum), the contract (or contract addendum) shall always prevail.EXHIBIT C-1-FOURTH AMENDMENT TO OFFICE LEASEThis FOURTH AMENDMENT TO OFFICE LEASE ("Fourth Amendment") is made and entered into as of the 3 day of January 2014, by and betweenSTOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company ("Landlord"), and YELP INC., a Delaware corporation ("Tenant").RECITALS:A. Landlord and Tenant entered into that certain Office Lease dated May 9, 2012 (the "Office Lease"), as amended by that certain First Amendment toOffice Lease dated December 14 , 2012 (the "First Amendment"), that certain Second Amendment to Office Lease dated May 30, 2013 (the "SecondAmendment") and that certain Third Amendment to Office Lease dated November 22, 2013 (the "Third Amendment"), whereby Landlord leased toTenant and Tenant leased from Landlord approximately 135,044 rentable square feet of space (the "Initial Premises"), consisting of (i) 12,268 rentablesquare feet of space consisting of the entire 5th floor and more commonly known as Suite 500; (ii) 12,268 rentable square feet of space consisting of theentire 6th floor and more commonly known as Suite 600; (iii) 12,268 rentable square feet of space consisting of the entire 7th floor and more commonlyknown as Suite 700; (iv) 12,268 rentable square feet of space consisting of the entire 8th floor and more commonly known as Suite 800; (v) 12,268 rentablesquare feet of space consisting of the entire 9th floor and more commonly known as Suite 900; (vi) 12,268 rentable square feet of space consisting of theentire 10th floor and more commonly known as Suite 1000; (vii) 12,268 rentable square feet of space consisting of the entire 11th floor and more commonlyknown as Suite 1100; (viii) 12,268 rentable square feet of space consisting of the entire 12th floor and more commonly known as Suite 1200; (ix) 12,268rentable square feet of space consisting of the entire 4th floor and more commonly known as Suite 400; (x) 12,364 rentable square feet of space consisting ofthe entire 2nd floor and more commonly known as Suite 200; and (xi) 12,268 rentable square feet of space consisting of the entire 13th floor and morecommonly known as Suite 1300, of that certain office building located at 140 New Montgomery Street, San Francisco, California (the "Building"). TheOffice Lease, the First Amendment, the Second Amendment and the Third Amendment are collectively referred to herein as the "Lease".B. Landlord and Tenant desire to amend the Lease as hereinafter provided.AGREEMENT:NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expresslysuperseded by the terms of this Fourth Amendment.2. Must Take Space. The Initial Premises shall be expanded to include the rentable square footage of the "Must-Take Space," as that term is defined inSection 2.1, below, as set forth in this Section 2. As of the "Must-Take Delivery Date," as that term is defined in Section 2.2, below, the Must-Take Space shallbe deemed part of the Premises for all purposes under the Lease, as amended.2.1. Description of the Must-Take Space. Landlord and Tenant hereby acknowledge and agree that, effective as of the date of this FourthAmendment, "Expansion Space 2," as that term is defined in Section 1.3.1 of the Office Lease (i.e., 12,268 rentable square feet of space consisting of the entirethird (3rd) floor of the Building), shall be the "Must-Take Space." Accordingly, the terms and conditions of this Section 2 shall govern the Must-Take Space,and Section 1.3 of the Office Lease shall not apply thereto, and Tenant shall have no rights with respect to the Expansion Space 2.2.2. Delivery of the Must-Take Space. Tenant shall accept delivery of the Must-Take Space from Landlord, and Landlord shall deliver the Must-TakeSpace to Tenant, on October 1, 2015 (the "Must-Take Delivery Date").2.3. Must-Take Space Rent.2.3.1 Must-Take Space Base Rent. Tenant shall pay Base Rent for the Initial Premises in accordance with the Lease, and, as of the Must-TakeDelivery Date, Tenant shall pay to Landlord monthly installments of Base Rent for the Must-Take Space (the "Must-Take Space Base Rent") as follows: Approximate AnnualMonthly InstallmentRental Rate perPeriod During Annual Must-Take of Must-TakeRentable Square FootLease Term Space Base Rent Space Base Rent of Must-Take SpaceOctober 1, 2015 - September 30, 2016$650,817.36$54,234.78$53.05 October 1, 2016-September 30, 2017$670,341.96$55,861.83$54.64 October 1, 2017 -September 30, 2018$690,452.16$57,537.68$56.28 October 1, 2018-September 30, 2019$711,165.72$59,263.81$57.97 October 1, 2019-September 30, 2020$732,500.76$61,041.73$59.71 October 1, 2020 -September 30, 2021$754,475.76$62,872.98$61.50-2-2.3.2 Tenant's Share of Building Direct Expenses. Tenant shall also pay to Landlord Tenant's Share of Direct Expenses for the Must-Take Spacepursuant to Article .1 of the Lease; provided that (a) Tenant's Share with respect to the Must-Take Space shall be four and fifteen hundredths percent (4.15%),and (b) the Base Year with respect to the Must-Take Space shall be calendar year 2015.2.4. Construction in the Must-Take Space. Except as specifically set forth in this Fourth Amendment, Landlord shall not be obligated to provide orpay for any improvement work or services related to the improvement of the Must-Take Space. Tenant shall cause the construction of the tenantimprovements in the Must-Take Space (the "Must-Take Improvements") pursuant to the terms of the Tenant Work Letter, attached to the Office Lease asExhibit B (the "Tenant Work Letter"); provided, however, in connection with this Fourth Amendment:2.4.1 All references to the "Premises" in the Tenant Work Letter shall refer to the Must-Take Space only and all references to the "LeaseCommencement Date" shall refer to the "Must-Take Delivery Date".2.4.2 The Tenant Improvement Allowance, as that term is defined in Section 2.1 of the Tenant Work Letter, with respect to the Must-Take Spaceshall be an amount equal to Five Hundred Fifty-Two Thousand Sixty and 00/100 Dollars ($552,060.00) (i.e., Forty-Five and 00/100 Dollars ($45.00) perrentable square foot of the Must-Take Space, multiplied. by 12,268 rentable square feet).2.4.3 Landlord and Tenant hereby acknowledge and agree that Section 1.2 of the Tenant Work Letter (Landlord Work; Delivery Condition) shallnot be applicable to the Must-Take Space. Landlord shall provide to Tenant an additional allowance of up to Two Hundred Forty-Five Thousand ThreeHundred Sixty and 00/100 Dollars ($245,360.00) (i.e., $20.00 per rentable square foot of the Must-Take Space, multiplied by 12,268 feet) for Tenant tocause, as part of the Must-Take Improvements, the Base Building to comply with the conditions set forth on Schedule 1 to the Tenant Work Letter (the "BaseBuilding Allowance"). The Base Building Allowance shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvements Allowancefor the Must-Take Space.2.4.4 There shall be no Landlord Drawing Contribution, as that term is defined in Section 2.4 of the Tenant Work Letter, in connection with theMust-Take Space.2.4.5 There shall be no HVAC Credit, as that term is defined in Section 2.5 of the Tenant Work Letter, in connection with the Must-Take Space.2.4.6 The Coordination Fee, as that term is defined in Section 4.2.2.1 of the Tenant Work Letter, with respect to the Must-Take Space shall be anamount equal to Six Thousand One Hundred Thirty-Four and 00/100 Dollars ($6,134.00) (i.e., an amount equal to $0.50 per rentable square foot of the Must-Take Space).-3-2.4.7 Notwithstanding anything set forth in Section 4 of the Tenant Work Letter to the contrary, Tenant (as opposed to Landlord) shall retain thecontractor to construct the Must-Take Improvements. Landlord shall have no obligation to enforce the terms of the Contract with respect to the constructionof the Must-Take Improvements. Landlord shall disburse the Tenant Improvements Allowance for the Must-Take Space and the Base Building Allowance forthe Must-Take Space in accordance with Landlord's standard disbursement process, which shall include the terms set forth in Exhibit A, attached hereto.2.4.8 Contractor and all of Tenant's agents shall comply with the insurance requirements set forth in Exhibit B attached hereto.2.5. Parking. Tenant hereby agrees and acknowledges that Tenant shall not be entitled to any additional parking passes in connection with its leaseof the Must-Take Space.2.6. Other Terms. Except as specifically set forth in this Section 2, all other terms of the Lease shall apply to the Must-Take Space as though theMust-Take Space was originally part of the Premises. Upon delivery of the Must-Take Space to Tenant as set forth herein, Landlord shall deliver to Tenant anotice in the form as set forth in Exhibit C of the Office Lease as a confirmation of the information set forth therein, which Tenant shall execute and return toLandlord within five (5) days of receipt thereof; provided, however, Tenant's failure to execute and return such notice to Landlord within such time shall beconclusive upon Tenant that the information set forth in such notice is as specified therein. The lease term of the Must-Take Space shall expire on the LeaseExpiration Date.3. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with thenegotiation of this Fourth Amendment other than CBRE, Inc. and The CAC Group, Inc. (the "Brokers") and that they know of no real estate broker or agentwho is entitled to a commission in connection with this Fourth Amendment other than the Brokers. Each party agrees to indemnify and defend the other partyagainst and hold the other party harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses(including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing onaccount of the indemnifying party's dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifyingparty. The terms of this Section 3 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.4. No Further Modification. Except as set forth in this Fourth Amendment, all of the terms and provisions of the Lease shall apply and shall remainunmodified and in full force and effect.[signatures follow on next page]-4-IN WITNESS WHEREOF, this Fourth Amendment has been executed as of the day and year first above written."LANDLORD" "TENANT" STOCKBRIDGE 138 NEW MONTGOMERYYELP INC.,LLC, a Delaware limited liability companya Delaware corporation By: /s/ Stephen PilchBy: /s/ Rob Krolik Name: Stephen PilchName: Rob Krolik Title: Senior Vice PresidentTitle: CFO-5-EXHIBIT ALANDLORD'S STANDARD DISBURSEMENT PROCESSDuring the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for TenantImprovement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows. All references herein to"Premises" shall refer to the Must-Take Space.1. Monthly Disbursements. On or before the day of each calendar month, as determined by Landlord, during the construction of the TenantImprovements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the "Contractor," as that term isdefined in Section 4.1.1 of the Tenant Work Letter, approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentageof completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from allof Tenant's agents for labor rendered and materials delivered to the Premises; (iii) executed mechanic's lien releases from all of Tenant's agents which shallcomply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other informationreasonably requested by Landlord. Tenant's request for payment shall be deemed Tenant's acceptance and approval of the work furnished and/or the materialssupplied as set forth in Tenant's payment request. Thereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant inpayment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known asthe "Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention),provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Approved Working Drawings, or due to anysubstandard work, or for any other reason. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnishedor materials supplied as set forth in Tenant's payment request.2. Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention shall be delivered by Landlord to Tenantfollowing the completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases incompliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), (ii) Landlord has determined that nosubstandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems ofthe Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leasedpremises in the Building and (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction ofthe Tenant Improvements in the Premises has been substantially completed.3. Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred byTenant for Tenant Improvement Allowance Items. All Tenant Improvement Allowance Items for which the Tenant Improvement Allowance has been madeavailable shall be deemed Landlord's property under the terms of this Lease. Removal of the Tenant Improvements upon the expiration or earlier terminationof the Lease shall be in accordance with Section 2.1 of the Tenant Work Letter. EXHIBIT A-1-EXHIBIT BINSURANCE REQUIREMENTSStockbridge 138 New Montgomery, LLC -OwnerWilson Meany L.P. - as ManagerContractor Insurance Requirements for 140 New Montgomery Street, San Francisco, CA 94105All Contractors working at the property, on behalf of the Owner, Property Manager, or Tenants, are required to provide evidence of insurance. Please ask yourinsurance agent to send us a certificate of insurance, showing the required coverage, and the additional insured endorsement, showing that we have beenadded to your policy.Minimum Limits of Insurance - Contractor shall maintain limits no less than:●General Liability (to include contractual liability, personal injury protection and completed operations coverage).●$2,000,000 per occurrence for bodily injury and property damage.●$10,000,000 general aggregate.Note--these limits can be obtained through a combination of general liability and excess liability insurance.Property Insurance coverage for tools and equipment brought onto and/pr used on any Facility by the contractor in an amount equal to thereplacement costs.●Workman's Compensation insurance conforming to the limits required in the state in which the work is performed.●For Tenant Improvement or Alteration Projects - Tenant to carry Builder's All Risk insurance covering the construction of the work in question.●Waiver of Subrogation.●Employer's Liability: $1,000,000 minimum per incident.●Automobile Liability: $1,000,000 per incident.Additional Insured EndorsementThe insurance policy should be endorsed to show the following parties as additional insureds. You must provide the actual endorsement or the policy pagesshowing "Who is An Insured".Stockbridge 138 New Montgomery LLCStockbridge Capital Group LLCWilson Meany LP Wilson Meany IncBREF Series B LLC Wells Fargo Bank N.A. loanCertificate HolderStockbridge 138 New Montgomery LLCc/o Wilson Meany L.P. Four Embarcadero Center, Suite 3330San Francisco, CA 94111Fax: 415-273-8634NOTE: This form is intended to be used as a guide only. Should any conflicts arise between this document and any requirements in the contract (or contractaddendum), the contract (or contract addendum) shall always prevail.EXHIBIT B-1-AMENDED AND RESTATED FOURTH AMENDMENT TO OFFICE LEASEThis AMENDED AND RESTATED FOURTH AMENDMENT TO OFFICE LEASE ("Restated Fourth Amendment") is made and entered into as of the 4day of June, 2014, by and between STOCKBRIDGE 138 NEW MONTGOMERY LLC, a Delaware limited liability company ("Landlord”) YELP INC., aDelaware corporation ("Tenant'').R E C I T A L S:A. Landlord and Tenant entered into that certain Office Lease dated May 9, 2012 (the "Office Lease"), as amended by that certain First Amendment toOffice Lease dated December 14, 2012 (the "First Amendment"), that certain Second Amendment to Office Lease dated May 30, 2013 (the "SecondAmendment'') and that certain Third Amendment to Office Lease dated November 22, 2013 (the "Third Amendment"), and that certain Fourth Amendmentto Office Lease dated January 3, 2014 (the "Fourth Amendment"), whereby Landlord leased to Tenant and Tenant leased from Landlord approximately135,044 rentable square feet of space (the "Initial Premises"), consisting of (i) 12,268 rentable square feet of space consisting of the entire 5th floor and morecommonly known as Suite 500; (ii) 12,268 rentable square feet of space consisting of the entire 6th floor and more commonly known as Suite 600; (iii)12,268 rentable square feet of space consisting of the entire th floor and more commonly known as Suite 700; (iv) 12,268 rentable square feet of spaceconsisting of the entire 8th floor and more commonly known as Suite 800; (v) 12,268 rentable square feet of space consisting of the entire 9th floor and morecommonly known as Suite 900; (vi) 12,268 rentable square feet of space consisting of the entire 10th floor and more commonly known as Suite 1000; (vii)12,268 rentable square feet of space consisting of the entire 11th floor and more commonly known as Suite 1100; (viii) 12,268 rentable square feet of spaceconsisting of the entire 12th floor and more commonly known as Suite 1200; (ix) 12,268 rentable square feet of space consisting of the entire 4th floor andmore commonly known as Suite 400; (x) 12,364 rentable square feet of space consisting of the entire 2nd floor and more commonly known as Suite 200; and(xi) 12,268 rentable square feet of space consisting of the entire 13th floor and more commonly known as Suite 1300, of that certain office building located at140 New Montgomery Street, San Francisco, California (the "Building"). The Office Lease, the First Amendment, the Second Amendment and the ThirdAmendment are collectively referred to herein as the "Lease".B. Pursuant to the Fourth Amendment, Landlord is obligated to deliver the entire third (3rd floor of the Building (i.e., the Must-Take Space) to Tenant asof October l, 2015.C. Landlord and Tenant desire (i) amend and restate the Fourth Amendment to accelerate the delivery of the Must-Take Space to Tenant and (ii) furthermodify the Lease as hereinafter provided.A G R E E M E N T:NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which arc hereby acknowledged, the parties hereto hereby agree as follows:l. Capitalized Terms. AU capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expresslysuperseded by the terms of this Restated Fourth Amendment.2. Effect of Restated Fourth Amendment. Effective as of the date hereof, the Fourth Amendment is superseded in its entirety by this Restated FourthAmendment and shall be of no further force or effect.3. Must Take Space. The Initial Premises shall be expanded to include the rentable square footage of the "Must-Take Space," as that tennis defined inSection 3.1, below, as set forth in this Section 3. As of September 1, 2014 (the "Must-Take Commencement Date"), the Must-Take Space shall be deemedpart of the Premises for all purposes under the Lease, as hereby amended.3.1. Description of the Must-Take Space. Landlord and Tenant hereby acknowledge and agree that, effective as of the Must-Take CommencementDate, "Expansion Space 2," as that term is defined in Section 1.3.1 of the Office Lease (i.e., 12,268 rentable square feet of space consisting of the entire third(3rd) floor of the Building), shall be the "Must-Take Space." Accordingly, the terms and conditions of this Section 3 shall govern the Must-Take Space, andSection 1.3 of the Office Lease shall not apply thereto, and Tenant shall have no rights with respect to the Expansion Space 2.3.2. Delivery of the Must-Take Space. Tenant shall accept delivery of the Must-Take Space from Landlord and Landlord shall deliver the Must-TakeSpace to Tenant, on June 1, 2014 (the "Must-Take Delivery Date").-2-3.3. Must-Take Space Rent.3.3.1 Must-Take Space Base Rent. Tenant shall pay Base Rent for the Initial Premises in accordance with the Lease, and, as of the Must-TakeCommencement Date, Tenant shall pay to Landlord monthly installments of Base Rent for the Must-Take Space (the "Must-Take Space Base Rent") asfollows: Approximate AnnualMonthly InstallmentRental Rate perPeriod DuringAnnual Must-Takeof Must-TakeRentable Square FootLease TermSpace Base RentSpace Base Rentof Must-Take SpaceSeptember 1, 2014September 30, 2016*$650,817.36$54,234.78$53.05October 1, 2016 - September 30, 2017$670,341.96 $55,861.83$54.64October 1, 2017 - September 30, 2018$690,452.16$57,537.68$56.28October 1, 2018 - September 30, 2019 $711,165.72$59,263.81$57.97October 1, 2019 - September 30, 2020$732,500.76$61,041.73 $59.71October 1, 2020 - September 30, 2021$754,475.76$62,872.98$61.50* Subject to the terms set forth in Section 3.3. l. l below, the Base Rent attributable to the Must-Take Space for the period commencing on September 1, 2014and continuing through and including December 31, 2014 shall be abated.3.3.1.1 Must-Take Space Abated Base Rent. Notwithstanding the foregoing, or any contrary provision of the Lease, as hereby amended, andprovided that Tenant is not then in default of the Lease, as hereby amended, then during the period commencing on September 1, 2014 and continuingthrough and including December 31, 2014 (the "Must-Take Space Abatement Period"), Tenant shall not be obligated to pay any Base Rent otherwiseattributable to the Must-Take Space during such Must-Take Space Rent Abatement Period (the "Must-Take Space Rent Abatement). Landlord and Tenantacknowledge that the aggregate amount of the Must-Take Space Rent Abatement equals Two Hundred Sixteen Thousand Nine Hundred Thirty Nine and12/100 Dollars ($216,939.12). Tenant acknowledges and agrees that the foregoing Must-Take Space Rent Abatement has been granted to Tenant asadditional consideration for agreeing to pay the Rent and performing the terms and conditions otherwise required under the Lease, as hereby amended. IfTenant shall be in default under the Lease, as hereby amended, and shall fail to cure such default within the notice and cure period, if any, permitted for curepursuant to terms and conditions of the Lease, as hereby amended, or if the Lease is terminated for any reason other than Landlord's breach of the Lease, ashereby amended, then the dollar amount of the unapplied portion of the Must-Take Space Rent Abatement as of the date of such default or termination, as thecase may be, shall be converted to a credit to be applied to the Base Rent applicable at the end of the Lease Term and Tenant shall immediately be obligatedto begin paying Base Rent for the Premises in full.3.3.2 Tenant's Share of Building Direct Expenses. Tenant shall also pay to Landlord Tenant's Share of Direct Expenses for the Must-Take Spacepursuant to Article 1 of the Lease; provided that (a) Tenant's Share with respect to the Must-Take Space shall be four and fifteen hundredths percent (4.15%),and (b) the Base Year with respect to the Must-Take Space shall be calendar year 2015.-3-3.4. Construction in the Must-Take Space. Except as specifically set forth in this Restated Fourth Amendment, Landlord shall not be obligated toprovide or pay for any improvement work or services related to the improvement of the Must-Take Space. Tenant shall cause the construction of the tenantimprovements in the Must-Take Space (the "Must-Take Improvement”) pursuant to the terms of the Tenant Work Letter, attached to the Office Lease asExhibit B (the "Tenant Work Letter"); provided, however, in connection with this Restated Fourth Amendment:3.4. l All references to the "Premises" in the Tenant Work Letter shall refer to the Must-Take Space only, the reference to the "LeaseCommencement Date" in Section I.3 of the Tenant Work Letter shall refer to the "Must-Take Commencement Date," and all other references to the "LeaseCommencement Date" in the Tenant Work Letter shall refer to the "Must-Take Delivery Date".3.4.2 The Tenant Improvement Allowance, as that term is defined in Section 2.1 of the Tenant Work Letter, with respect to the Must-Take Spaceshall be an amount equal to Five Hundred Fifty-Two Thousand Sixty and 00/100 Dollars ($552,060.00) (i.e., Forty- Five and 00/100 Dollars ($45.00) perrentable square foot of the Must-Take Space, multiplied by 12,268 rentable square feet).3.4.3 Landlord and Tenant hereby acknowledge and agree that Section 1.2 of the Tenant Work Letter (Landlord Work; Delivery Condition) shallnot be applicable to the Must-Take Space. Landlord shall provide to Tenant an additional allowance of up to Two Hundred Forty-Five Thousand ThreeHundred Sixty and 00/100 Dollars ($245,360.00) (i.e., $20.00 per rentable square foot of the Must-Take Space, multiplied by 12,268 feet) for Tenant tocause, as part of the Must-Take Improvements, the Base Building to comply with the conditions set forth on Schedule 1 to the Tenant Work Letter (the "BaseBuilding Allowance"). The Base Building Allowance shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvements Allowancefor the Must-Take Space.3.4.4 There shall be no Landlord Drawing Contribution, as that term is defined in Section 2.4 of the Tenant Work Letter, in connection with theMust-Take Space.3.4.5 There shall be no HVAC Credit, as that term is defined in Section 2.5 of the Tenant Work Letter, in connection with the Must-Take Space.3.4.6 The Coordination Fee, as that term is defined in Section 4.2.2.1 of the Tenant Work Letter, with respect to the Must-Take Space shall be anamount equal to Six Thousand One Hundred Thirty-Four and 00/100 Dollars ($6,134.00) (i.e., an amount equal to $0.50 per rentable square foot of the Must-Take Space).3.4.7 Notwithstanding anything set forth in Section 4 of the Tenant Work Letter to the contrary, Tenant (as opposed to Landlord) shall retain thecontractor to construct the Must-Take Improvements. Landlord shall have no obligation to enforce the terms of the Contract with respect to the constructionof the Must-Take Improvements. Landlord shall disburse the Tenant Improvements Allowance for the Must-Take Spa e and the Base Building Allowance forthe Must-Take Space in accordance with Landlords standard disbursement process, which shall include the terms set forth in Exhibit A, attached hereto.-4-3.4.8 Contractor and all of Tenant's agents shall comply with the insurance requirements set forth in Exhibit B attached hereto.3.5. Other Terms. Except as specifically set forth in this Section 3, all other terms of the Lease shall apply to the Must-Take Space as though theMust-Take Space was originally part of the Premises. The lease term of the Must-Take Space shall expire on the Lease Expiration Date.4. No Further Modification. Except as set forth in this Restated Fourth Amendment, all of the terms and provisions of the Lease shall apply and shallremain unmodified and in full force and effect.[signatures follow on next page]-5-IN WITNESS WHEREOF, this Restated Fourth Amendment has been executed as of the day and year first above written."LANDLORD" "TENANT"STOCKBRIDGE 138 NEW MONTGOMERYYELP INC.LLC, a Delaware limited liability company a Delaware corporationBy: /s/ Stephen Pilch By: /s/ Rob KrolikName: Stephen Pilch Name: Rob KrolikTitle: Senior Vice PresidentTitle: CFO-6-EXHIBIT 21.1SUBSIDIARIESDarwin Social Marketing Inc. (Canada)Darwin Sweden AB (Sweden)Eat24, LLC (Delaware)Qype SARL (France)Yelp Australia Pty. Ltd (Australia)Yelp Brazil Serviços de Marketing Ltda. (Brazil)Yelp GmbH (Germany)Yelp España S.L. (Spain)Yelp France SAS (France)Yelp Ireland Holding Company Limited (Ireland)Yelp Ireland Limited (Ireland)Yelp Italia S.r.l.Yelp Japan, G.K. (Japan)Yelp Singapore PTE Ltd. (Singapore)Yelp UK Ltd (England and Wales)EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement Nos. 333-180221, 333-187545, 333-192016, 333-194260, 333-202332, 333-209683and 333-211198 on Form S-8 of our reports dated March 1, 2017, relating to the consolidated financial statements of Yelp Inc. and subsidiaries, and theeffectiveness of Yelp Inc. and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of Yelp Inc. for the yearended December 31, 2016.DELOITTE & TOUCHE LLP San Francisco, CaliforniaMarch 1, 2017EXHIBIT 31.1CERTIFICATIONSI, Jeremy Stoppelman, certify that:1. I have reviewed this Annual Report on Form 10-K of Yelp Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: March 1, 2017/s/ Jeremy StoppelmanJeremy StoppelmanChief Executive OfficerEXHIBIT 31.2CERTIFICATIONI, Charles Baker, certify that:1. I have reviewed this Annual Report on Form 10-K of Yelp Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: March 1, 2017/s/ Charles BakerCharles BakerChief Financial OfficerEXHIBIT 32.1CERTIFICATIONPursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 ofChapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jeremy Stoppelman, Chief Executive Officer of Yelp Inc. (the “Company”), and CharlesBaker, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2016, to which this Certification is attached as Exhibit 32.1 (the“Annual Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.In Witness Whereof, the undersigned have set their hands hereto as of the 1st day of March, 2017./s/ Jeremy Stoppelman/s/ Charles BakerJeremy Stoppelman Charles BakerChief Executive OfficerChief Financial OfficerThis certification accompanies the Annual Report on Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and isnot to be incorporated by reference into any filing of Yelp Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

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