Yelp Results Presentation Deck

FORWARD-LOOKING STATEMENTS Safe Harbor These slides and the accompanying oral presentation contain forward-looking statements. All statements other than statements of historical facts contained in these slides and the accompanying oral presentation, including statements regarding Yelp Inc.'s ("Yelp" or the "Company") future operations, expected financial results and future financial position, future revenue, the pending sale of Eat24 and strategic partnership with Grubhub, long-term target margins, projected growth and expenses, trends, opportunities, prospects, estimates and plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "believe," "may," "will," "estimate," "forecast," "guidance," "continue," "anticipate," "intend," "could," "would," "project," "plan," "potential," "target," "opportunity," "model," "expect" or the negative or plural of these words or similar expressions. The Company has based these forward-looking statements largely on its estimates of its financial results and its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward looking statements are subject to a number of risks, uncertainties and assumptions, including the fact that we have a limited operating history in an evolving and competitive industry, that our growth rate may not be sustainable, that we rely on traffic to our website from search engines like Google and Bing, our ability to generate sufficient revenue to regain profitability, particularly in light of our significant ongoing sales and marketing expenses, the risk that the planned sale of Eat24 to and partnership with Grubhub may not be completed in a timely manner or at all, which may adversely affect our business, our ability to attract, retain and motivate well-qualified employees, particularly in sales and marketing, the impact of reallocating resources currently invested in sales and marketing outside the United States and Canada, our ability to generate and maintain sufficient high quality content from our users, our ability to maintain a strong brand and manage negative publicity that may arise, our ability to manage acquisitions of new businesses, solutions and technologies and to integrate those businesses, solutions or technologies, the efficacy of our automated recommendation software, our ability to maintain and expand our base of advertisers, our ability to develop our communities effectively, our ability to deal with an increasingly competitive local search environment, our ability to timely upgrade and develop our systems and infrastructure and changes in political, business and economic conditions. These risks and uncertainties may also include those described in the Company's most recent Form 10-Q or 10-K filed with the Securities and Exchange Commission. New risks emerge from time to time. It is not possible for Company management to predict all risks, nor can the Company assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in these slides and the accompanying oral presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Any forward-looking statement speaks only as of its date. Except as required by law, the Company undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this presentation, to conform these statements to actual results or to changes in the Company's expectations. 2

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