6 Attorneys for Plaintiffs

Transcription

1 1 RICHARD A. HOYER (State Bar No ) 2 RYAN L. HICKS (State Bar No ) 3 HOYER & HICKS 4 Embarcadero Center, Suite San Francisco, California Telephone: (415) facsimile: (415) Attorneys for Plaintiffs 7 MALCOLM A. HEINICKE (State Bar No ) malcolm.heinicke@mto.com 8 MARJA-LIISA OVERBECK (State Bar No ) mari.overbeck@mto.com 9 MUNGER, TOLLES & OLSON LLP 560 Mission Street 10 Twenty-Seventh Floor San Francisco, California Telephone: (415) Facsimile: (415) Attorneys for Defendants 13 SUPERIOR COURT Of THE STATE Of CALIFORNIA 14 COUNTY Of SAN francisco CHRISTOPHER JAVIER, AMBER Class Action Case No. CGC JOHNSON, and SANDY MANU, and all others similarly situated, STIPULATION RE: SETTLEMENT OF 18 CLASS ACTION; Plaintiffs, 19 [PROPOSED] ORDER GRANTING vs. PRELIMINARY APPROVAL OF 20 SETTLEMENT (EXHIBIT 1); EAT24, LLC and YELP [NC., and DOES , [PROPOSED] NOTICE TO CLASS MEMBERS (EXHIBIT 2); 22 Defendants. [PROPOSED] ORDER GRANTING 23 FINAL APPROVAL OF SETTLEMENT (EXHIBIT 3); 24 [PROPOSEDI JUDGMENT (EXHIBIT 4); 25 [PROPOSED] NOTICE OF FINAL 2 APPROVAL (EXHIBIT 5) 27 Comi1aint Filed: April STIPULATION RE: SETTLEMENT OF CLASS ACTION

2 1 IT IS HEREBY STIPULATED AND AGREED by and between Christopher 2 Javier, Amber Johnson, and Sandy Manu (as Class Representatives), on behalf of themselves and 3 all others similarly situated to them and as defined below, on the one hand, and Eat24, LLC and 4 Yelp Inc. (herein collectively Defendants ), on the other hand, as set forth below: 5 I. The Conditional Nature of This Stipulation. 6 This Stipulation re: Settlement, including all associated exhibits or attachments, 7 (herein Stipulation ) is made for the sole purpose of attempting to consummate settlement of this 8 action on a class-wide and representative basis. This Stipulation and the settlement it evidences 9 are made in compromise of disputed claims. Because this is a class action, this settlement must 10 receive preliminary and final approval from the Court. Accordingly, Defendants enter into this 11 Stipulation and associated settlement on a conditional basis. In the event that the Court does not 12 execute and file the Order Granting Final Approval of Settlement, or in the event that the Court 13 does not enter the Judgment, or in the event that the associated Judgment does not become Final 14 for any reason, this Stipulation shall be deemed null and void ab initio, it shall be of no force or 15 effect whatsoever, it shall not be referred to or utilized for any purpose whatsoever, and the 16 negotiation, terms and entry of it shall remain subject to the provisions of California Evidence 17 Code sections 1119 and Defendants deny all of the claims as to liability, damages, penalties and restitution 19 as well as the class representative allegations asserted in the Litigation. Defendants have agreed to 20 resolve this Litigation via this Stipulation, but to the extent this Stipulation is deemed void or does 21 not take effect, Defendants do not waive, but rather expressly reserve, all rights to challenge all 22 such claims and allegations in the Litigation upon all procedural and factual grounds, including 23 without limitation the ability to challenge class and/or representative treatment on any grounds or 24 to assert any and all defenses or privileges. The Class Representatives and Class Counsel agree 25 that Defendants retain and reserve these rights, and agree not to take a position to the contrary; 26 specifically, the Class Representatives and Class Counsel waive, and agree not to argue or present, 27 any argument that Defendants could not contest class certification or representative status on the 28 grounds that Defendants entered into this Stipulation should this Litigation proceed. In particular, -2- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

3 1 the Class Representatives and Class Counsel waive, and agree not to argue or present, any 2 argument that Defendants would be estopped from asserting that the Class Representatives claims 3 must be arbitrated or otherwise litigated on an individual basis or in any other way contesting class 4 certification and/or representative status because Defendants have entered this Stipulation. Class 5 Representatives and Class Counsel agree that Defendants have not waived their ability to seek to 6 enforce any applicable arbitration agreement and any associated class or representative waiver, 7 and Class Representatives and Class Counsel waive their right to argue otherwise. In addition, the 8 Settling Parties recognize and agree that under California law (which is applicable here), courts 9 impose a lesser burden for certification for settlement classes than they do for contested or 10 litigated classes, and the Settling Parties have agreed to certification for settlement purposes only. 11 II. The Parties to This Stipulation. 12 This Stipulation (with the associated exhibits) is made and entered into by and 13 among the following Settling Parties: (i) the Class Representatives (on behalf of themselves and 14 each of the Settlement Class Members), with the assistance and approval of Class Counsel; and 15 (ii) Defendants, with the assistance of their counsel of record in the Litigation. The Stipulation is 16 intended by the Settling Parties to result in the final resolution with prejudice of the Litigation 17 pursuant to the Judgment and to fully, finally and forever resolve, discharge and settle the 18 Released Claims upon and subject to the terms and conditions herein. 19 III. The Litigation. 20 Class Representatives Javier, Johnson and Manu filed an action against Defendants 21 on April 23, 2015 in the California Superior Court for the City and County of San Francisco. 22 Class Representatives later filed a first Amended Complaint on June 1, Class 23 Representatives are represented by Hoyer & Hicks. On behalf of themselves and others allegedly 24 similarly situated to them, the Class Representatives have alleged in the first Amended 25 Complaint, among other things, that Eat24, LLC (prior to its acquisition by Yelp Inc. and 26 associated employee transfer effective April 1, 2015) did not always provide its Customer Support 27 Specialist employees with meal and rest periods as required by California law, and as a result, did 28 not always pay these employees all wages due, did not timely pay them all wages due upon -3- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

4 1 termination, and failed to provide them with accurate and/or legally compliant statements of wages 2 earned. Class Representatives do not assert any claims against Yelp Inc. for any claims arising 3 after the April 1, 2015 employee transfer. 4 The parties and their counsel attended a mediation before professional mediator 5 Michael I. Loeb, Esq. After the exchange of data and materials and extended negotiations, Class 6 Representatives and Defendants reached a class-wide settlement agreement. 7 Defendants maintain that, at all relevant times, they had policies in place requiring $ the proper provision of meal and rest periods to their employees, the proper payment of wages 9 upon termination, and that Eat24, LLC took appropriate steps to ensure that company management 10 followed those policies. Defendants also maintain that at all times relevant, Eat24, LLC provided 11 employees with accurate and legally compliant wage statements and all other records as mandated 12 by law, and that they paid all wages due. 13 In connection with the Litigation, Defendants provided Class Representatives and 14 Class Counsel with numerous documents related to their pertinent meal and rest break policies, 15 compensation practices and other pertinent subjects. In addition, Defendants provided various 16 other information requested by the Class Representatives concerning the proposed class. The 17 parties agree that Class Representatives and their counsel have sufficient information to assess this 1$ matter for settlement. 19 Through counsel experienced in these types of cases, the parties engaged in arm s 20 length negotiations that included a mediation session with professional mediator Michael J. Loeb, 21 Esq. 22 IV. Defendants Denial of Wrongdoing or Liability. 23 The Defendant Releasees deny all of the claims and contentions alleged by the 24 Class Representatives in the Litigation. Nonetheless, Defendants have concluded that further 25 conduct of the Litigation would be protracted and expensive, and that it is desirable that the 26 Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in 27 this Stipulation. Defendants have also taken into account the uncertainty and risks inherent in any 28 litigation, especially in putative class actions like this Litigation. Defendants have therefore -4- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

5 1 determined that it is desirable and beneficial to Defendants that the Litigation be settled in the 2 manner and upon the terms and conditions set forth in this Stipulation. 3 V. Claims of the Class Representatives and Benefits of Settlement. 4 Class Representatives Javier, Johnson and Manu believe that the claims asserted in 5 the Litigation have merit and that evidence developed to date supports the claims. Nonetheless, 6 the Class Representatives and Class Counsel recognize and acknowledge the expense and length 7 of the type of continued proceedings necessary to prosecute the Litigation against Defendants 8 through trial and through appeals. The Class Representatives and Class Counsel have also taken 9 into account the uncertain outcome and the risk of any litigation, especially in putative class 10 actions such as this Litigation, as well as the difficulties and delays inherent in such litigation. 11 The Class Representatives and Class Counsel have also taken into account the procedural 12 obstacles to class recovery imposed by the pertinent Arbitration Agreement and class action 13 waiver. The Class Representatives and Class Counsel believe that the settlement set forth in the 14 Stipulation confers substantial benefits upon the Settlement Class. Based upon their evaluation, 15 the Class Representatives and Class Counsel have determined that the settlement set forth in the 16 Stipulation is in the best interests of the Class Representatives and the Settlement Class. 17 VI. Terms of Stipulation and Agreement of Settlement. 1$ NOW, THEREFORE, IT IS HEREBY FURTHER STIPULATED AND AGREED 19 by and between the Class Representatives (for themselves and the Settlement Class Members) and 20 Defendants, with the assistance of their respective counsel of record, that, as among the Settling 21 Parties, including all Settlement Class Members, the Litigation and the Released Claims shall be 22 finally and fully compromised, settled and released, and the Litigation shall be resolved with 23 prejudice, as to all Settling Parties, upon and subject to the terms and conditions of the Stipulation 24 and the Judgment Definitions. 26 As used in all parts of this Stipulation (including the exhibits which are part of the 27 Stipulation), the following terms have the meanings specified below: STIPULATION RE: SETTLEMENT OF CLASS ACTION.

6 1 1.1 Claims Administrator or Settlement Administrator means the third- 2 party claims administration firm of Rust Consulting, Inc Class means the collective group of all Persons employed by 4 Defendant Eat24, LLC as a Customer Support Specialist in California at any time during the Class 5 Period, regardless of whether such Persons are currently employed by Defendants. The parties 6 understand and agree that this Class will consist of approximately 310 Persons Class Counsel or Plaintiffs Counsel means Hoyer & Hicks. $ 1.4 Class Member or Member of the Class means a Person who is a 9 member of the Class Class Period means the period from April 24, 2010 through April 1, Class Representatives or The Class Representatives mean 13 Christopher Javier, Amber Johnson, and Sandy Manu in their capacity as the representatives of the 14 Class Court means the Superior Court of the State of California for the City 16 and County of San Francisco Customer Support Specialist means a non-exempt Customer Support 1$ employee, i.e., an hourly employee holding the position of Customer Support Specialist or 19 Customer Support Representative as those terms are commonly used by Defendants Effective Date means the date on which the Judgment becomes final final means: (1) the date of final affirmance on an appeal of the 22 Judgment; (ii) the date of final dismissal with prejudice of any appeal from the Judgment; or (iii) if 23 no appeal is filed, the expiration date of the time for the filing or noticing of any form of valid 24 appeal from the Judgment. Any proceeding or order, or any appeal or petition for a writ pertaining 25 solely to Class Counsel s application for or award of attorneys fees shall not, by itself, in any way 26 delay or preclude the Judgment from becoming final. 27 2$ -6- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

7 Judgment means the judgment to be rendered by the Court pursuant to 2 this Stipulation, substantially in the form attached hereto as Exhibit 4. This Judgment shall be a 3 judgment for purposes of California Rule of Court 3.771(a) Last Known Address means the most recently recorded mailing 5 address for a Class Member as contained in the personnel records maintained by Defendants The Litigation or the Lawsuit or the Javier Litigation or the 7 Javier Lawsuit shall mean the lawsuit entitled Christopher Javier, et a!., Plaintiffs vs. Eat24, $ LLC, eta!., Defendants, Case No. CGC , Superior Court of the State of California, City 9 andcountyofsanfrancisco Javier or Class Representative Javier or Plaintiff Javier means 11 Christopher Javier, an individual, the named plaintiff in the Litigation Johnson or Class Representative Johnson or Plaintiff Johnson 13 means Amber Johnson, an individual, the named Plaintiff in the Litigation Manu or Class Representative Manu or Plaintiff Manu means 15 Sandy Manu, an individual, the named Plaintiff in the Litigation Gross Settlement Amount or The Maximum Settlement Amount 17 shall mean the maximum total amount that can be paid by Defendants pursuant to this Stipulation. 18 It is agreed that the Gross Settlement Amount is $550,000 (five hundred fifty thousand United 19 States dollars), and it is further agreed that pursuant to the terms of this Stipulation, Defendants 20 will not under any circumstances pay more than the Gross Settlement Amount. The Gross 21 Settlement Amount shall cover all expenses associated with the settlement, which shall be only the 22 following items: (1) the Maximum Amount for Payments to Participating Settlement Class 23 Members, which is the maximum amount that Defendants will pay (subject to the occurrence of 24 the Effective Date) to Participating Settlement Class Members; (2) the maximum total gross 25 amount Defendants will pay (subject to the occurrence of the Effective Date) to Class Counsel 26 pursuant to Paragraph for attorney fees, costs, and all other litigation expenses, which is up 27 to a maximum of $193,333 (up to $183,333 for attorney fees and up to $10,000 in taxable 2$ litigation costs); (3) the maximum total gross amount Defendants will pay (subject to the -7- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

8 1 occurrence of the Effective Date) to the Class Representatives as plaintiff enhancements pursuant 2 to Paragraph 2.8.2, which is up to a maximum of $15,000 ($5,000 each); (4) the fees Defendants 3 will pay the Settlement Administrator for the claims administration, which are estimated to be 4 approximately $14,500; and (5) the amount Defendants will pay (subject to the occurrence of the 5 Effective Date) to the California Labor and Workforce Development Agency for resolution of 6 claims under California Labor Code section 2698 et seq., which shall be $7,500 (75% of $10,000 7 with the remaining 25% or $2,500 to be part of the Maximum Amount for Payments to $ Participating Class Members) Maximum Amount for Payments to Participating Settlement Class 10 Members shall mean the difference of the Maximum Settlement Amount of $550,000 minus the 11 amounts awarded by the Court for attorneys fees and costs, the enhancements to Class 12 Representatives, the estimated claims administration costs, and the payment to the California 13 Labor and Workforce Development Agency. Assuming that the Court approves the fee, cost and 14 enhancement awards in their maximum amounts, then the Maximum Amount for Payments to 15 Participating Settlement Class Members shall be $319,667. If the Court does not approve and/or 16 reduces the amounts of the requested attorneys fees and costs, enhancement awards, then the 17 amount of any such reduction will be included in the Maximum Amount for Payments to 18 Participating Class Members The Non-Settlement Class consists of or means the group of all Class 20 Members who properly and timely elect to opt out of the Settlement Class by submitting Opt Outs 21 pursuant to Paragraph of this Section VI of the Stipulation Non-Settlement Class Member or Member of the Non-Settlement 23 Class means a Person who is a member of the Non-Settlement Class Notice re: Pendency of Class Action or Notice To Class Members 25 Re: Pendency of a Class Action and Notice of Hearing On Proposed Settlement or Class Notice 26 means a notice and associated forms entitled Notice To Class Members Re: Pendency of a Class 27 Action and Notice of Hearing On Proposed Settlement to be approved by the Court, substantially 28 in the form attached hereto as Exhibit 2. This Notice Re: Pendency of Class Action shall -8- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

9 1 constitute the class notice pursuant to California Rule of Court 3.769(f) and once approved by the 2 Court shall be deemed compliant with California Rule of Court 3.766(d). Prior to mailing, the 3 Notice will be re-formatted by the Settlement Administrator, and subject to approval by Class 4 Counsel and counsel for Defendants Notice of final Approval or Notice of Final Approval of Settlement 6 And Entry of Judgment means a postcard or similar notice entitled Notice of Final Approval of 7 Settlement And Entry of Judgment to be approved by the Court, substantially in the form 8 attached hereto as Exhibit 5. This Notice of Final Approval shall constitute notice of the 9 Judgment pursuant to California Rule of Court Notice Mailing Deadline means the deadline for the Settlement 11 Administrator to mail the Class Notices, which shall be thirty (30) days after the Court enters the 12 Preliminary Approval Order Notice Response Deadline means the deadline for all Class Members 14 to respond to the Class Notice, which shall be forty-five (45) days after the Class Notice is mailed Opt Out or Opt Outs means written and signed requests by Class 16 Members to be excluded from the Settlement Class, which are submitted in the manner specified 17 in the Class Notice, postmarked no later than the Notice Response Deadline Order of Final Approval or Order Granting Final Approval of 19 Settlement shall mean an order to be entered by the Court entitled Order Granting Final 20 Approval of Settlement, substantially in the form attached hereto as Exhibit 3. This Order of 21 final Approval shall constitute approval pursuant to California Rule of Court 3.769(a) Participating Settlement Class Member means a Member of the 23 Settlement Class who does not submit a valid and timely Opt Out Payroll Taxes shall mean the payroll taxes and associated payments 25 customarily borne by the employer when making standard wage payments to employees, i.e., the 26 employer share of the payroll taxes Person means a natural person STIPULATION RE: SETTLEMENT OF CLASS ACTION.

10 Preliminary Approval Date shall mean the date on which the Court 2 grants preliminary approval for the settlement Preliminary Approval Order or Order Granting Preliminary 4 Approval for the Settlement and Setting a Settlement Hearing shall mean an order to be executed 5 and filed by the Court entitled Order Granting Preliminary Approval for the Settlement and 6 Setting a Settlement Hearing, substantially in the form attached hereto as Exhibit 1. This 7 Preliminary Approval Order shall constitute an order certifying a provisional settlement class $ pursuant to California Rule of Court 3.769(d) and an order setting a final approval hearing 9 pursuant to California Rule of Court 3.769(e) A Qualifying Work Week is any calendar week, i.e., seven 11 consecutive days from Sunday to Saturday during the Class Period in which a Class Member was 12 actively employed by Eat24, LLC as an hourly Customer Support Specialist in California Reasonable Address Verification Measure shall mean the utilization 14 of the National Change of Address Database maintained by the United States Postal Service to 15 review the accuracy of and, if possible, update a mailing address Released Claims shall collectively mean all claims, including without 17 limitations Unknown Claims as defined in Paragraph 1.44 hereof, demands, rights, liabilities 18 and causes of action of every nature and description whatsoever including without limitation 19 statutory, constitutional, contractual or common law claims, whether known or unknown, whether 20 or not concealed or hidden, against the Defendant Releasees, or any of them, for any type of relief, 21 that accrued on or prior to April 1, 2015, for the alleged or actual failure to provide sufficient meal 22 and/or rest periods or pay additional sums of money in lieu thereof and derivative claims, 23 including (a) failure to pay regular, overtime, and/or premium wages per the allegations in the 24 complaint; (b) failure to comply with payroll, wage record-keeping, and/or wage statement 25 itemization requirements; (c) failure to timely pay wages due at termination or otherwise; (d) and 26 to the extent not covered above, any claims based on facts pled in the Litigation, Released Claims 27 include claims based on alleged or actual failure to provide sufficient meal and/or rest periods for 28 (1) penalties or any other remedies under any statute or regulation or other provision of law, -10- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

11 1 including without limitation claims under California Labor Code sections 201, 201.3, 202, 203, 2 226, 226.7, 512 & 1194, California Labor Code section 2692 etseq., California Business and 3 Professions Code section et seq., any applicable California Industrial Welfare Commission 4 Wage Order (including without limitation Wage Order 4), and the Federal F air Labor Standard 5 Act; (2) injunctive relief, restitution, disgorgement, accounting, declaratory relief or other 6 equitable relief (3) any and all claims for interest, costs, or attorney fees, including without 7 limitation claims under California Labor Code sections 218.5, 1194 & 269$ et seq. and California $ Code of Civil Procedure section ; and (4) to the extent not covered above, any and all 9 claims based on the facts and claims alleged in the operative complaint in the Litigation, i.e., 10 Plaintiffs the First Amended Complaint Settlement Class means the collective group of all Class Members 12 who do not opt out of the Settlement Class by submitting Opt Outs pursuant to Paragraph 2.5.4, 13 and thus do not object to becoming bound by the Judgment Settlement Class Member or Member of the Settlement Class or 15 Participating Settlement Class Member means any Person who is a member of the Settlement 16 Class. To the extent necessary to effectuate the release of Released Claims under the federal F air 17 Labor Standards Act, each Participating Settlement Class Member shall be deemed to have opted 18 into this Litigation for purpose of that Act and its corresponding procedural framework Settlement Hearing or Fairness and Good faith Determination 20 Hearing means a hearing set by the Court to take place on or about the Settlement Hearing Date 21 for the purpose of: (1) determining the fairness, adequacy and reasonableness of the Stipulation 22 and associated settlement pursuant to class action procedures and requirements; (ii) determining 23 the good faith of the Stipulation and associated settlement; and (iii) entering Judgment. The 24 Approval Date means the date on which the Court enters the Judgment. This Settlement 25 Hearing is intended to be the settlement hearing or final approval hearing required under 26 California Rule of Court 3.769(a) Settlement Hearing Motion Date is the date that is on or near the date 28 that is 40 days after the Notice Response Deadline. 11 STIPULATION RE: SETTLEMENT OF CLASS ACTION.

12 Settlement Hearing Date is the date that is on or near the date that is 2 16 court days after the Settlement Hearing Motion Date Settlement Sum means the gross, total amount due to an individual 4 Participating Settlement Class Member, which shall be the product of the Settlement Sum 5 Variable multiplied by the number of Qualifying Work Weeks worked by that Participating 6 Settlement Class Member Settlement Sum Variable or The Settlement Sum Variable shall be 8 the number which is the quotient of the Maximum Amount for Payments to Participating 9 Settlement Class Members divided by the total number of Qualifying Work Weeks worked during 10 the Class Period by all Class Members, regardless of whether they become Participating 11 Settlement Class Members Settling Parties means Defendants and Class Representatives on 13 behalf of themselves and all Members of the Settlement Class Stipulation means this agreement, the Stipulation Re: Settlement of 15 Class Action and all of its attachments and exhibits, which the Settling Parties understand and 16 agree sets forth all material terms and conditions of the Settlement between them, and which is 17 subject to Court approval. It is understood and agreed that Defendants obligations for payment 18 under this Stipulation are conditioned on, inter alia, the occurrence of the Effective Date Unknown Claims means any Released Claims which the Class 20 Representatives or any Settlement Class Member does not know or suspect to exist in his or her 21 favor at the time of the entry of the Judgment, and which, if known by him or her might have 22 affected his or her settlement with and release of the Defendant Releasees or might have affected 23 his or her decision not to object to this settlement. With respect to any and all Released Claims, 24 the Settling Parties stipulate and agree that, upon the Effective Date, the Class Representatives 25 shall expressly and each of the Settlement Class Members shall be deemed to have, and by 26 operation of the Judgment shall have, waived the provisions, rights and benefits of California Civil 27 Code section 1542, which provides: STIPULATION RE: SETTLEMENT Of CLASS ACTION.

13 1 A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if 2 known by him or her must have materially affected his or her settlement with the debtor. 3 4 Each of the Class Representatives and each Settlement Class Member may hereafter discover facts 5 in addition to or different from those which he or she now knows or believes to be true with 6 respect to the subject matter of the Released Claims, but each Class Representative and each 7 Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of $ the Judgment shall have, fully, finally, and forever settled and released any and all Released 9 Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or 10 not concealed or hidden, which then exist, or heretofore have existed upon any theory of law or 11 equity now existing or coming into existence in the future, including, but not limited to, conduct 12 which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, 13 without regard to the subsequent discovery or existence of such different or additional facts. The 14 Class Representatives acknowledge, and the Settlement Class Members shall be deemed by 15 operation of the Judgment to have acknowledged, that the foregoing waiver was separately 16 bargained for and a key element of the settlement of which this release is a part. 17 For the sake of clarity, the Settling Parties agree that Unknown Claims include only 1$ those claims that meet the definition of Released Claims and do not include claims that do not 19 meet the definition of Released Claims. As such, for example, Unknown Claims do not include 20 claims for wrongful termination or unlawful harassment or Workers Compensation as such 21 claims do not meet the definition of Released Claims Updated Address means a mailing address that was updated via a 23 Reasonable Address Verification Measure, or via an updated mailing address provided by the 24 United States Postal Service or a Class Member Wages or Wage or wage or wages shall mean wages as defined 26 in California Labor Code section Yelp or Yelp Inc. means Yelp Inc., a corporation and defendant in 28 the Litigation STIPULATION RE: SETTLEMENT OF CLASS ACTION.

14 Eat24 or Eat24, LLC means Eat24, LLC, a limited liability 2 company and defendant in the litigation Defendant Releasees or The Defendant Releasees means Eat24 and 4 Yelp, and each of their members and affiliates (including without limitation parents and 5 subsidiaries), predecessors, successors, divisions, investors, joint ventures and assigns, any benefit 6 plan maintained by any of them and the trustees, fiduciaries, and administrators of any such plan, 7 and each and all of these entities past or present directors, officers, employees, agents, partners, 8 members, principals, agents, underwriters, insurers, co-insurers, re-insurers, shareholders, 9 attorneys, accountants or auditors, banks or investment banks, associates, and personal or legal 10 representatives The Settlement Payment and Other Obligations ofdefendants Defendants, through the Settlement Administrator, and according to the 14 terms, conditions and procedures set forth in this Section VI of this Stipulation, shall pay each 15 Participating Settlement Class Member his or her Settlement Sum via two payments (which, 16 unless administratively unfeasible, shall be cumulated and paid via one check). The gross total of 17 these two payments shall equal the Settlement Sum. The first of these two payments shall be 18 deemed payment in settlement of claims for unpaid wages, and it shall amount to thirty-three 19 percent (33%) of the total Settlement Sum; the second of these two payments shall be deemed 20 payment in settlement of claims for penalties and interest, and it shall amount to sixty-seven 21 percent (67%) of the total Settlement Sum. The Payroll Taxes on the wage or first portion of this 22 payment shall be paid by Defendants, provided each Participating Settlement Class Member shall 23 pay the employee share of the payroll taxes through an adjustment to his or her Settlement Sum As further detailed in Paragraphs 2.2.1, and 2.2.3, and for each 25 payment made pursuant to Paragraphs 2.1.1, 2.6.1, 2.6.2, 2.8.1, and of this Section VI, 26 Defendants, themselves or through the Settlement Administrator, will report each payment to 27 government authorities including the Internal Revenue Service as required by law, and they shall 28 make all required deductions and/or withholdings. Defendants will not, unless otherwise required -14- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

15 1 by law, make from the Settlement Sums any additional deductions, withholdings or payments, 2 including without limitation, medical or other insurance payments or premiums, employee 401 (k) 3 contributions or matching employer contributions, wage garnishments, or charity withholdings. 4 Payments made pursuant to this Stipulation shall not be deemed wages earned or other 5 compensation for purposes of any employment benefits or other benefits that accrue or are 6 determined on the basis of Wages or compensation paid Taxes. $ With regard to the first payment described in Paragraph 2.1.1, because 9 this shall be deemed a payment in settlement of claims for a type of wages, this payment shall be 10 subject to required withholdings and deductions for wage payments, and because of such 11 withholdings or deductions, the Settling Parties agree that the net amount payable will be less 12 than thirty-three percent of the gross Settlement Sum. With regard to the second payment 13 described in Paragraph 2.1.1, because this payment shall be deemed a payment in settlement of 14 claims for penalties and interest, these payments shall not be subject to withholdings or 15 deductions, and the net amount payable shall be sixty-seven percent of the Settlement Sum Defendants, themselves or through the Settlement Administrator, shall 17 report the first payment made pursuant to Paragraph to the Internal Revenue Service (and 18 other relevant government agencies) as wage income in the year of payment on a form W-2 or 19 similar form issued to the Participating Settlement Class Member in question. Defendants, 20 themselves or through the Settlement Administrator, shall report the second payment made 21 pursuant to Paragraph to the Internal Revenue Service (and other relevant governmental 22 agencies) as non-wage income in the year of payment on a Form 1099, or similar form issued to 23 the Participating Settlement Class Member in question Other than the withholding and reporting requirements set forth in 25 Paragraphs 2.1.2, 2.2.1, 2.2.2, and 2.8.2, Settlement Class Members shall be responsible for 26 the reporting and payment of any federal, state and/or local income or other tax or any other 27 withholdings, if any, on any of the payments made pursuant to this Section VI of this Stipulation, 2$ including without limitation any payments to Participating Settlement Class Members, Class -15- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

16 I Counsel or the Class Representatives. Defendants make no representations, and it is understood 2 and agreed that Defendants have made no representations, as to the taxability of any portions of 3 the settlement payments to any Participating Settlement Class Members, the payment of any costs 4 or an award of attorney fees, or any payments to the Class Representatives. The Notice re: 5 Pendency of Class Action will advise Class Members that they can seek their own tax advice 6 prior to acting in response to that notice, and the Class Representatives and Class Counsel agree 7 that Class Members will have an adequate opportunity to seek tax advice prior to acting in 8 response to the Class Notice Approval ofnotice to the Class and Scheduling ofa Settlement 10 Hearing The Class Representatives, through their counsel of record, shall file this 12 Stipulation with the Court, and the Class Representatives shall move for preliminary approval of 13 this Stipulation pursuant to California Rule of Court 3.769(c), providing counsel for Defendants 14 with an advance copy and chance to comment prior to filing. Via this submission, and a 15 supporting motion, the Class Representatives shall request that the Court enter the Preliminary 16 Approval Order thereby scheduling the Settlement Hearing (pursuant to California Rule of Court (e)) for the purposes of determining the good faith of the settlement, granting final approval 18 of the settlement, granting final approval of this Stipulation and obtaining entry of Judgment. Via 19 this same motion, the Class Representative, through counsel shall, pursuant to California Rule of 20 Court 3.769(b), advise the Court of the agreements set forth in Paragraphs and of this 21 Section VI of this Stipulation Subject to the availability of the Court, the Class Representatives shall 23 endeavor to notice the motion for entry of the Preliminary Approval Order described in Paragraph for a hearing within thirty (30) days of the final execution of this Stipulation. Failure of the 25 Court to enter the Preliminary Approval Order in its entirety or in a substantially similar form 26 will be grounds for Defendants to terminate the settlement and the terms of this Stipulation 27 pursuant to Paragraph STIPULATION RE: SETTLEMENT Of CLASS ACTION.

17 If the Court enters the Preliminary Approval Order more than three (3) 2 weeks after the date of the hearing on the motion(s) for preliminary approval, Class Counsel and 3 counsel for Defendants shall meet and confer to reach agreement on revisions of the deadlines 4 and timetables set forth in this Stipulation, if necessary. In the event that the Settling Parties fail 5 to reach such agreement, any of the Settling Parties may apply to the Court for modification of 6 the dates and deadlines in this Stipulation, provided that such a request to the Court may seek 7 only reasonable modifications of the dates and deadlines contained in this Stipulation and no $ other changes If the Court enters the Preliminary Approval Order, then at the resulting 10 Settlement Hearing, the Class Representatives through Class Counsel, and Defendants, through 11 their counsel of record, shall address any written objections from Class Members or any concerns 12 from Class Members who attend the Settlement Hearing as well as any concerns of the Court, and 13 shall and hereby do, unless provided otherwise in this Stipulation, stipulate to final approval of 14 this Stipulation and entry of the Judgment by the Court Notice to Class Members If, by entering the Preliminary Approval Order, the Court provides 17 authorization to send the Notice Re: Pendency of Class Action to Class Members, Defendants, 18 through the Settlement Administrator, will facilitate the mailing to all Class Members at their 19 Last Known Addresses of the Notice Re: Pendency of Class Action. This Notice Re: Pendency 20 of Class Action shall be mailed via first class mail through the United States Postal Service, 21 postage pre-paid. The Class Notice shall include a pre-printed change of address form. The 22 mailing enclosing the Class Notice will not contain any other materials, and except as provided in 23 Paragraph 2.4.7, no other materials will be sent to any Class Member unless by the Settlement 24 Administrator or Class Counsel in response to a submission or inquiry from a Class Member in 25 response to the Class Notice This Notice Re: Pendency of Class Action and its envelope or covering 27 shall be marked to denote the return address of the Settlement Administrator stated on the Change 28 of Address form on the Class Notice STIPULATION RE: SETTLEMENT OF CLASS ACTION.

18 Defendants shall prepare the name and Last Known Address, Social 2 Security number, and Settlement Sum for each Class Member for the Settlement Administrator 3 only so that the Settlement Administrator can engage in the processing and mailing of each 4 Notice Re: Pendency of Class Action and the associated settlement payment process. This 5 information will not be provided to the Class Representatives or Class Counsel. (By approving 6 this settlement, the Court will be deemed to have authorized Defendants to provide the Settlement 7 Administrator with the Social Security number of the Class Members.) $ Prior to mailing the Notice Re: Pendency of Class Action to ieach Class 9 member, the Settlement Administrator shall undertake a Reasonable Address Verification 10 Measure to ascertain the current accuracy of the Last Known Address of each Class Member. To 11 the extent this process yields an Updated Address, that Updated Address shall replace the Last 12 Known Address and be treated as the new Last Known Address for purposes of this Stipulation 13 and for subsequent mailings in particular Each of the Notices shall be mailed to the Last Known Addresses of the 1 5 Class Members no later than the Notice Mailing Deadline Subject to the terms of Paragraph 1.16, Defendants shall be responsible 17 for all costs of the mailing described in Paragraph 2.4.1, including, but not limited to, the fees 18 charged by the Settlement Administrator, the cost of postage, the cost of reproducing the Notice 19 Re: Pendency of Class Action, and any related costs incurred by the Settlement Administrator. 20 The Class Representative acknowledges that the agreement to pay these costs constitutes 21 additional consideration to the Class. The Settling Parties acknowledge that the estimated cost of 22 the claims administration process will be approximately $14,500. In the event the Claims 23 Administrator incurs less than the full $14,500 estimated, the difference between the estimated 24 and actual administration costs will be included in the Maximum Amount for Payments to 25 Participating Class Members and disbursed to the Participating Class Members Unless the Settlement Administrator receives a Notice Re: Pendency of 27 Class Action returned from the United States Postal Service for reasons discussed below in this 28 Paragraph, that Notice Re: Pendency of Class Action shall be deemed mailed and received by the -18- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

19 1 Class Member to whom it was sent five days (5) days after mailing. In the event that subsequent 2 to the first mailing of a Notice Re: Pendency of Class Action and on or after the Notice Response 3 Deadline, that Notice is returned to the Settlement Administrator by the United States Postal 4 Service because the address of the recipient is no longer valid, i.e., the envelope is marked 5 Return to Sender, the Settlement Administrator shall be required to take no further action with 6 that Class Notice and it shall be deemed to have been delivered. In the event that subsequent to 7 the first mailing of a Notice Re: Pendency of Class Action and prior to the Notice Response 8 Deadline, that Notice is returned to the Settlement Administrator by the United States Postal 9 Service with a forwarding address for the recipient, the Settlement Administrator shall r the 10 notice to that address, the notice will be deemed mailed and received at that point, and the 11 forwarding address shall be deemed the Updated Address for that Class Member. In the event 12 that subsequent to the first mailing of a Notice Re: Pendency of Class Action and prior to the 13 Notice Response Deadline, that Notice is returned to the Settlement Administrator by the United 14 States Postal Service because the address of the recipient is no longer valid, i.e., the envelope is 15 marked Return to Sender, the Settlement Administrator shall undertake another Reasonable 16 Address Verification Measure to attempt to ascertain the current address of the particular Class 17 Member in question and, if such an address is ascertained, the Settlement Administrator will re 1$ send the Notice within three (3) days of receiving such information; if no Updated Address is 19 obtained for that Class Member, the Notice Re: Pendency of Class Action shall be sent again to 20 the Last Known Address. In either event, the Notice Re: Pendency of Class Action shall be 21 deemed received once it is mailed for the second time Responses to the Notice Re: Fendency of Class Action; Motion for final 23 Approval Pursuant to California Rule of Court 3.766(d)(5), Class Members have 25 the option to participate in this Lawsuit at their own expense by obtaining their own attorney(s). 26 Class Members who choose this option will be responsible for any attorney fees or costs incurred 27 as a result of this election. The Notice Re: Pendency of Class Action will advise Class Members 2$ of this option STIPULATION RE: SETTLEMENT OF CLASS ACTION.

20 Class Members may also object to the Stipulation by submitting written 2 objections to the Settlement Administrator and Class Counsel no later than the Notice Response 3 Deadline. The Notice Re: Pendency of Class Action will advise Class Members of this option. 4 Class Counsel shall provide any such objections to counsel for Defendants and ultimately the 5 Court Class Members who, for future reference and mailings from the Court or 7 Settlement Administrator, if any, wish to change the name or address listed on the envelope in $ which the Notice Re: Pendency of Class Action was first mailed to them, must do so by filling 9 out the change of address information form attached as Exhibit A to the Notice or otherwise 10 contacting the Settlement Administrator in writing no later than the Notice Response Deadline Class Members may elect to opt out of the Settlement Class and thus 12 exclude themselves from the Lawsuit and the Settlement Class. Class Members who wish to 13 exercise this option must follow the instructions in Exhibit B to the Class Notice. If a fully 14 completed and properly executed Opt Out is not received by the Settlement Administrator and 15 Class Counsel from a Class Member postmarked on or before the Notice Response Deadline, 16 then that Class Member will be deemed to have forever waived his or her right to opt out of the 17 Settlement Class. Class Members who do not properly submit Opt Outs shall be Members of the 1$ Settlement Class. Class Members who do properly submit Opt Outs shall have no further role in 19 the Litigation, and for all purposes they shall be regarded as if they never were a party to this 20 Litigation, and thus they shall not be entitled to any benefit as a result of this Litigation, including 21 without limitation any tolling of any pertinent statute of limitations, nor be allowed to object to 22 this Stipulation. Those portions of the Maximum Settlement Amount for Participating Settlement 23 Class Members attributable to Class Members who submit valid Opt Outs shall remain the 24 property of, i.e., revert to, Defendants Class Members who do not opt out of the Settlement Class pursuant to 26 Paragraph will be deemed Participating Settlement Class Members and shall be deemed 27 Members of the Settlement Class and shall be subject to the Judgment. Only Participating 2$ Settlement Class Members shall be entitled to payment pursuant to the Judgment. If the 20- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

21 I Settlement Administrator receives an incomplete or defective Opt Out from a Class Member 2 postmarked prior to the Notice Response Deadline, then the Settlement Administrator shall send 3 that Class Member a cure letter advising that person of the missing information or other defect, 4 and that Class Member shall have fifteen (15) days from the date the cure letter is mailed to 5 provide a revised Opt Out Form, even if this extra fifteen day period extends beyond the Notice 6 Response Deadline. Any Class Member who wishes to dispute his or her number of Qualifying 7 Work Weeks may do so through a statement submitted under penalty of perjury, and if any such 8 disputes are received, the Settling Parties may stipulate to a resolution, provided no such 9 agreement shall increase or otherwise alter the Maximum Amount for Payments to Participating 10 Settlement Class Members Prior to the Settlement Hearing and by the Settlement Hearing Motion 12 Date, if feasible, the Class Representative and Defendants shall jointly move the Court for entry 13 of the Order of Final Approval (and the associated or eventual entry of Judgment). Through this 14 motion, pursuant to California Rule of Court 3.769(b), the Settling Parties shall advise the Court 15 of the agreements in Paragraphs and of this Stipulation. Class Counsel shall be 16 responsible for justifying the agreed upon payments set forth in Paragraphs and of this 17 Stipulation. To the extent possible, the motion seeking entry of the Order of Final Approval shall 18 be noticed for the same day as the Settlement Hearing, L e., the Settlement Hearing Date. The 19 Settling Parties shall take all reasonable efforts to secure entry of the Order of Final Approval and 20 Judgment. If the Court rejects the Stipulation, fails to approve the Notice of Final Approval, or 21 fails to enter the Order of Final Approval, or if the Court fails to enter the Judgment, this 22 Stipulation shall be void ab initio, and Defendants shall have no obligation to make any payments 23 under the Stipulation None of the deadlines for Class Member responses set forth in 25 Paragraphs 2.5.2, 2.5.3, 2.5.4, and can be modified or extended by the Court, absent the 26 express agreement of both of the Settling Parties Timing ofpayment to Participatthg Settlement Class Members and 28 Notice offinal Approval to Settlement Class Members STIPULATION RE: SETTLEMENT OF CLASS ACTION.

22 Within fourteen (14) days of and only after the Effective Date, 2 Defendants, through the Settlement Administrator, shall pay to each Participating Settlement 3 Class Member his or her Settlement payment per this Stipulation and Paragraph In accordance with the terms of Paragraphs and 2.1.2, Defendants, 5 through the Settlement Administrator, shall issue to each Participating Settlement Class Member 6 one check (or two if necessary for administrative convenience) payable to the Participating 7 Settlement Class Member from Defendants (or from an account administered by the Settlement 8 Administrator but funded by Defendants) for the gross amount of the Settlement Sum subject to 9 pertinent withholdings and offsets. Defendants, through the Settlement Administrator, shall mail 10 this check(s) to each Participating Settlement Class Member at his or her Last Known Address, or 11 Updated Address if obtained Within fourteen (14) days of and only after the Effective Date, the 13 Settlement Administrator will send to each Settlement Class Member the Notice of final 14 Approval. Defendants, through the Settlement Administrator will send the Notice of Final 15 Approval either with the pertinent check(s). The Settling Parties hereby agree that such funds 16 represent settlement payments for matters disputed in good faith, not uncontested wage payments. 17 Checks issued to Participating Settlement Class Members shall remain negotiable for ninety (90) 18 days and any funds associated with checks not negotiated by that deadline shall be donated by 19 Defendants on a cypres basis, with (a) half to The Impact fund; and (b) the other half to the 20 Justice and Diversity Center of the Bar Association of San Francisco, which are both non-profit 21 organizations that provide legal services to the indigent. Participating Settlement Class Members 22 who fail to negotiate their settlement checks in a timely fashion shall remain subject to the terms 23 of the Judgment Following the mailing of the Notices of Final Approval to the Settlement 25 Class and the payments to Participating Settlement Class Members discussed in Paragraph 2.6.2, 26 the Settlement Administrator shall provide counsel for the Settling Parties with a written 27 confirmation of this mailing. Upon receipt of this confirmation, Class Counsel will file a notice STIPULATION RE: SETTLEMENT OF CLASS ACTION.

23 1 of acknowledgement of satisfaction ofjudgment, on the prescribed Court form and in the manner 2 required, with the Court in the Litigation on behalf of the Settlement Class Releases Upon the Effective Date, the Class Representatives and each of the 5 Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, 6 fully, finally, and forever released, relinquished and discharged all Released Claims Costs, Attorney Fees and Class Representative Enhancements Class Counsel shall be entitled, subject to the approval of the Court and 9 the occurrence of the Effective Date, to recover their reasonable litigation costs, associated 10 expenses and attorney fees from Defendants pursuant to California law. Subject to Court 11 approval and the occurrence of the Effective Date, Class Counsel can obtain a total combined 12 amount up to, but not to exceed, $193, for all attorneys fees and allowable litigation costs 13 (i.e. up to $183, for attorney s fees and up to $10,000 in taxable litigation costs). Class 14 Counsel and the Class Representatives will not seek to recover any other fees, costs or expenses 15 incurred in this Litigation. The Class Representatives and Class Counsel agree that they shall be 16 responsible for seeking and justifying their fee and cost awards to the Court pursuant to 17 California Rule of Court 3.769(b), and they agree to submit the necessary materials to justify the 18 requested award along with the Settling Parties joint motion for final approval of the Stipulation 19 pursuant to Paragraph Defendants will not oppose an award that is consistent with this 20 Paragraph Before Defendants makes any payment pursuant to this Paragraph, Class 21 Counsel shall provide counsel for Defendants with the pertinent taxpayer identification number(s) 22 and a Form W-9(s) for reporting purposes and written allocation instructions, if any, regarding 23 the payee(s). Other than any reporting of this fee payment as required by this Stipulation or law, 24 which Defendants shall make, Class Counsel and the Class Representatives shall be responsible 25 for the reporting and payment of any federal, state and/or local income or other form of tax on 26 any payment made pursuant to this paragraph. The payment awarded and made pursuant to this 27 paragraph shall constitute full satisfaction of any claim for fees or costs or any other expenses, 2$ and the Class Representatives and Class Counsel, on behalf of themselves and all Settlement -23- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

24 1 Class Members, agree that they shall neither seek nor be entitled to any additional attorney fees 2 or costs under any theory nor shall they seek an award in excess of the amount specified herein. 3 Not more than fourteen (14) days after the Effective Date, and only in the event that the Effective 4 Date occurs, Defendants, through the Settlement Administrator, shall pay the fee and cost awards 5 approved by the Court pursuant to this Paragraph directly to Class Counsel. Other than as 6 provided in this Paragraph for the limited purpose discussed herein, no party shall be 7 deemed the prevailing party for any other purposes of the Litigation, and all parties shall bear 8 their own costs No more than then (10) days after the Effective Date, and only in the 10 event that the Effective Date occurs and following the execution of the sort of release discussed 11 below, Defendants through the Settlement Administrator will forward a check payable to each of 12 the Class Representatives, in their personal capacities only and via their counsel of record, for the 13 enhancement amount awarded by the Court in the gross amount of up to a maximum of five 14 thousand United States dollars ($5,000 for each Class Representative for a total of $15,000). 15 Defendants will not oppose an award that is consistent with this Paragraph This payment 16 shall be compensation and consideration for: (i) each Class Representative s efforts as the class 17 representative in the Litigation; and (ii) his or her execution of a full, general release to the 18 benefit of the Defendant Releasees. The full and general release that each Class Representative 19 shall execute to obtain payment pursuant to this Paragraph shall be executed immediately 20 following the Effective Date, and through it, each Class Representative himself or herself (and 21 not on behalf of the Class or any other Class Members) shall release, acquit and discharge the 22 Defendant Releasees, and any of them, from any and all claims, demands, claims for costs and 23 attorneys fees, or causes of action of any kind whatsoever (upon any legal or equitable theory 24 whether contractual, common law, statutory, Federal, State or otherwise and to the extent such 25 claim can lawfully be released with court approval, which shall be deemed provided by the 26 approval of this Stipulation), whether known or unknown, that arose, accrued or took place at any 27 time on or prior to the date on which the full and general release is executed. Through the full 28 and general release discussed in this Paragraph 2.8.2, each Class Representative will expressly -24- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

25 1 waive the benefit of Section 1542 of the California Civil Code. Through the full and general 2 release discussed in this Paragraph 2.8.2, each Class Representative will agree and represent that 3 he has not assigned or in any way conveyed, transferred or encumbered all or any portion of the 4 claims or rights otherwise released. Through the full and general release discussed in this 5 Paragraph 2.8.2, each Class Representative will agree that Defendants shall report to the Internal 6 Revenue Service the payment as non-wage income to him or her in the year of payment. This 7 reporting shall be done via a form 1099, and each Class Representative agrees to take full 8 responsibility for the payment of any outstanding taxes due. If a Class Representative does not 9 execute the full and general release discussed in this Paragraph 2.8.2, with all of the specific 10 terms required herein, Defendants shall not be required to make any payment whatsoever to that 11 Class Representative pursuant to this Stipulation. If a Class Representative executes the general 12 release pursuant to the terms of this paragraph and receives the awarded enhancement amount 13 accordingly, he or she shall also be entitled to receive the Settlement Sum to which he is entitled 14 under this Stipulation. The full and general release discussed in this paragraph shall not 15 extinguish or alter the obligations of Defendants to other Class Members under any other 16 paragraph of this agreement Unless otherwise expressly provided, Defendants shall have no 18 responsibility for, and no liability whatsoever with respect to, the allocation among the Class 19 Representatives, Class Counsel and/or any other Person who may assert some claim thereto, of 20 any award or payment issued or made in the Litigation or pursuant to this Stipulation, including, 21 but not limited to, any award or payment pursuant to Paragraphs or Settlement Administrator Defendants shall be responsible for the fees and expenses reasonably 24 incurred by the Settlement Administrator as a result of procedures and processes expressly 25 required by this Stipulation. These fees and expenses shall be paid out of the Maximum 26 Settlement Amount. The Class Representatives and Class Counsel shall have no responsibility 27 for such fees or expenses. Based on current estimates, the Settling Parties anticipate that the total 28 fees and expenses incurred by the Settlement Administrator will be approximately $17,500, but -25- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

26 1 the Settling Parties understand and agree that this figure represents just an estimate, and the sum 2 charged by the Settlement Administrator may be different The actions of the Settlement Administrator shall be governed by the 4 terms of this Stipulation. Defendants may provide relevant information needed by the Settlement 5 Administrator pursuant to this Stipulation and engage in related communications with the 6 Settlement Administrator without notice or copies to Class Counsel, any Class Members or the 7 Court. Defendants may make payment to the Settlement Administrator for its services and $ engage in related communications with the Settlement Administrator without notice or copies to 9 Class Counsel, any Class Members or the Court. Defendants may provide logistical instructions 10 to the Settlement Administrator with regard to actions required by this Stipulation and engage in 11 related communications with the Settlement Administrator without notice or copies to Class 12 Counsel, any Class Members or the Court. This provision shall not preclude Class Counsel from 13 communicating with the Settlement Administrator In the event that any of the Settling Parties take the position that the 15 Settlement Administrator has not acted in accordance with the terms of the Stipulation, that 16 party s counsel shall meet and confer with counsel for the other Settling Parties prior to raising 17 any such issue with the Court Termination ofsettlement In the event that the settlement set forth in this Stipulation shall not be 20 approved in its entirety by the Court, or in the event that the Effective Date does not occur, 21 Defendants shall have the option to void the settlement, and in such case, no payments shall be 22 made by Defendants to anyone in accordance with the terms of this Stipulation, and this 23 Stipulation shall be deemed null and void with no effect on the Lawsuit whatsoever. If the Court 24 changes the dates of hearings provided for in this Stipulation by fewer than three (3) months, this 25 shall not be deemed a substantial change permitting termination of the settlement, provided that 26 the Settling Parties agree to move other dates and deadlines in the Stipulation accordingly. In the 27 event that ten (10) percent or more of the Class Members opt out of the Settlement Class by 2$ -26- STIPULATION RE: SETTLEMENT OF CLASS ACTION.

27 1 submitting Opt Outs pursuant to Paragraph 2.5.4, Defendants shall have the option to terminate 2 and void this settlement and Stipulation pursuant to Paragraph Miscellaneous Provisions No Person shall have any claim against Class Counsel, the Settlement 5 Administrator, or any of the Defendant Releasees based on the payments made or other actions 6 taken substantially in accordance with the Stipulation and the settlement contained therein or 7 further orders of the Court The only Class Members entitled to any payment under this Stipulation 9 and the associated Judgment are Participating Settlement Class Members, and they shall be 10 entitled to their respective Settlement Sums only. Any funds that would have been paid to Class 11 Members who had become Participating Settlement Class Members, but are not paid to them 12 because they did not become Participating Settlement Class Members i.e., they submit valid Opt 13 Outs, shall remain the property of or revert to Defendants. Other than as specifically set forth 14 herein, this Stipulation and the associated Judgment do not and will not create any unpaid residue 15 or unpaid residual, and no distribution of such shall be required. Any finding to the contrary, for 16 purposes of California Code of Civil Procedure section 384 or otherwise, will be grounds for 17 Defendants to void the settlement Except for the cy pres provisions specifically set forth in this Agreement, 19 California Code of Civil Procedure section 384 does not apply to this Stipulation, and this 20 Stipulation shall not require payment by Defendants to any third parties, other than as specifically 21 set forth in the Stipulation. Any finding to the contrary will be grounds for Defendants to void 22 the settlement This settlement shall result in resolution with prejudice, and the release 24 by Settlement Class Members, of all Released Claims under the California Private Attorney 25 Generals Act of 2004, codified at California Labor Code section 2698 et seq. As part of this 26 settlement, and subject to Court approval, the Settling Parties allocate $10,000 out of the 27 Maximum Settlement Amount to payments for resolution of the PAGA claims asserted. Pursuant 28 to Labor Code 2699(i), 75% ($7,500) of the $10,000 allocation will be disbursed by the Claims -27- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

28 1 Administrator to the California Labor and Workforce Development Agency, while the remaining 2 25% ($2,500) will be considered part of the Maximum Amount for Payments to Participating 3 Class Members In the event that the Stipulation is not substantially approved by the 5 Court or the settlement set forth in the Stipulation is terminated, cancelled, declared void or fails 6 to become effective in accordance with its terms, or if the Judgment does not become Final, or to 7 the extent cancellation is otherwise provided for in this Stipulation, the Settling Parties shall $ resume the Litigation at that time as if no Stipulation had been entered. In such event, the terms 9 and provisions of the Stipulation shall have no further force and effect with respect to the Settling 10 Parties and shall not be used in this Litigation or in any other proceeding for any purpose, and 11 any Judgment or order entered by the Court in accordance with the terms of the Stipulation shall 12 be treated as vacated, mine pro tunc. Notwithstanding any other provision of this Stipulation, no 13 order of the Court or modification or reversal on appeal of any order of the Court concerning the 14 amount of any attorney fees to be paid by Defendants to Class Counsel shall by itself constitute 15 grounds for cancellation or termination of the Stipulation or grounds for limiting any other 16 provision of the Judgment, provided that Defendants shall never be required to pay in excess of 17 the amount specified in Paragraph specifically or the Maximum Settlement Amount 18 generally. It is agreed that no order of the Court, including any order concerning attorney fees, 19 may alter the Gross Settlement Amount Unless otherwise ordered by the Court, in the event the Stipulation shall 21 be terminated, cancelled, declared void or fails to become effective in accordance with its terms, 22 or if the Judgment is reversed on appeal, within twenty (20) business days after written 23 notification of such event, Defendants and Class Counsel shall notify each other of this event in 24 writing The Settling Parties: (a) acknowledge that it is their intent to 26 consummate this agreement; (b) agree to cooperate to effectuate and implement all terms and 27 conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms 2$ -2$- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

29 I and conditions of the Stipulation; and (c) agree to seek and to attempt to obtain Court approval 2 for the Stipulation The Stipulation compromises claims which were contested and the 4 subject of a good faith dispute, and it shall not be deemed an admission by any of the Settling 5 Parties as to the merits of any claim or defense. The Settling Parties agree that the amounts paid 6 in Settlement and the other terms of the settlement were negotiated at arm s length and in good 7 faith with sufficient information by the Settling Parties and reflect a settlement that was reached 8 voluntarily after consultation with competent legal counsel The Settling Parties agree that the Notice Response Deadline shall not be 10 extended, and no untimely submissions or claims will be honored, under any circumstances. 11 Notwithstanding the forgoing, a Class Member will be allowed to extend the Notice Response 12 Deadline for him or herself if and only if he or she can make a showing of legal incapacity during 13 the Notice Period. The Settling Parties agree that the establishment and enforcement of the 14 Notice Response Deadline is valuable consideration to Defendants, and the finality provided 15 thereby is a material aspect of this agreement. Any ruling to the contrary by the Court or any 16 ruling allowing the filing of any responses to the Class Notice following the Notice Response 17 Deadline, absent legal incapacity by the Class Member in question, shall be grounds for 1$ Defendants to void the Stipulation Neither the Stipulation nor the settlement, nor any act performed or 20 document executed pursuant to, or in furtherance of, the Stipulation or the settlement: (a) is or 21 may be deemed to be or may be used as an admission by Defendant Releasees of the validity of 22 any Released Claim; or (b) may be used as an admission of any fault or omission by the 23 Defendant Releasees, or any of them, in any civil, criminal or administrative proceeding in any 24 court, administrative agency or other tribunal. The Settling Parties agree that all alleged liability 25 is disputed in good faith All of the exhibits to the Stipulation are material and integral parts 27 hereof and are fully incorporated herein by this reference STIPULATION RE: SETTLEMENT OF CLASS ACTION.

30 The Stipulation may be amended or modified only by a written 2 instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest The Stipulation constitutes the entire agreement among the Settling 4 Parties hereto and no representations, warranties or inducements have been made to any party 5 concerning the Stipulation or its exhibits other than the representations, warranties and covenants 6 contained and memorialized in such documents. Except as otherwise provided herein, each party 7 shall bear its own costs Class Counsel, on behalf of the Class, are expressly authorized by the 9 Class Representative to take all appropriate action required or permitted to be taken by the Class 10 pursuant to the Stipulation to effect its terms and also are expressly authorized to enter into any 11 modifications or amendments to the Stipulation on behalf of the Class which they deem 12 appropriate Each counsel or other Person executing the Stipulation or any of its 14 exhibits on behalf of any party hereto hereby warrants that such Person has full and express 15 authority to do so The Stipulation may be executed in one or more counterparts. All 17 executed counterparts and each of them shall be deemed to be one and the same instrument. A 18 complete set of executed counterparts shall be filed with the Court The Stipulation shall be binding upon, and inure to the benefit of, the 20 successors and assigns of the parties hereto, however, this Stipulation is not designed to and does 21 not create any third party beneficiaries unless otherwise specifically provided herein The Court shall retain jurisdiction with respect to implementation and 23 enforcement of the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the 24 Court for purposes of implementing and enforcing the settlement embodied in the Stipulation, 25 pursuant to California Rule of Court, Rule 3.769(h) The Stipulation and the exhibits hereto shall be considered to have been 27 negotiated, executed and delivered, and to have been wholly performed, in the State of California, 28 and the rights and obligations of the parties to the Stipulation shall be construed and enforced in -30- STIPULATION RE: SETTLEMENT Of CLASS ACTION.

31 1 accordance with, and governed by, the internal, substantive laws of the State of California 2 without giving effect to that State s choice of law principles The language of all parts of this Stipulation shall in all cases be 4 construed as a whole, according to its fair meaning, and not strictly for or against either party. 5 No party shall be deemed the drafter of this Stipulation. The parties acknowledge that the terms 6 of the Stipulation are contractual and are the product of negotiations between the parties and their 7 counsel. Each party and that party s counsel cooperated in the drafting and preparation of the 8 Stipulation. In any construction to be made of the Stipulation, the Stipulation shall not be 9 construed against any party and the canon of contract interpretation set forth in California Civil 10 Code section 1654 shall not be applied Prior to the joint submission of the settlement agreement to the Court for 12 preliminary approval by the parties, neither Class Representatives nor Class Counsel shall 13 communicate any terms of this settlement to any third parties. following the submission for 14 preliminary approval and thereafter, Class Representatives and Class Counsel shall not publicize 15 the settlement in this action or the terms thereof via (a) press releases, (b) Internet postings, or (c) 16 communications with the media. This shall not prohibit Class Counsel from posting the relevant 17 documents (the Operative Complaint, Settlement Agreement and Notice Documents, and 18 Preliminary Approval Order) and only those documents on their firm website during the period 19 from the Notice Mailing Deadline to the Notice Response Deadline, but these documents shall be 20 removed following the Notice Response Deadline. This shall not prohibit Class Counsel from 21 discussing this case or any aspect of this settlement with any Class Representative, any Class 22 Member (absent or otherwise) in this case, or any court or opposing counsel; also, this shall not 23 prohibit Class Counsel from in any way disclosing their mere status as counsel in the case or 24 making objective and truthful reference to the settlement and any attorneys fee award in any 25 future pleading in another litigation. 26 N WITNESS WHEREOF, the parties hereto have caused the Stipulation to be 27 executed, and this Stipulation is AGREED TO STIPULATION RE: SETTLEMENT Of CLASS ACTION.

32 1 DATED: April1, CI1RIST her jvier Plaintiff 4 DATED: April, AMBER JOHNSON DATED: April, 2016 Plaintiff SANDY MANU 9 Plaintiff 10 DATED: April, 2016 YELP INC. 12 AARON SCHUR, E$Q AARON SCFTUR, ESQ APPROVED AS TO FORM: By: Senior Director of Litigation and Authorized Agent for Defendants DATED: April, 2016 HOYER & HICKS RICHARD A. IIOYER 21 RYAN L. IIICKS By: Attorneys for Plaintiffs CHRISTOPHER JAVIER, AMBER JOHNSON and SANDY MANU 27 28

33 I DATED: April, CHRISTOPHER JAVIER Plaintiff II DATED: April 2016 DATED: April2, 2016 DATED: April 2016 APPROVED AS TO FORM: DATED: April, 2016 AMBER JOHNSON Plaintiff SANDY MA Plaintiff YELP INC. AARON SCHUR, ESQ. By: AARON SCHUR, ESQ. Senior Director of Litigation and Authorized Agent for Defendants HOYER & HICKS RICHARD A. HOYER RYAN L. HICKS By: Attorneys for Plaintiffs CHRISTOPHER JAV1ER, AMBER JOHNSON and SANDY MANU 3 2- STIPULATiON RE: SEHLEMENT Of CLASS ACTION,

34 - V 05/10/2016 TUE 020 FAX i1oq /oo I DATED: April, 20J May9 5 DATED: April, 201& CHRISTOPHER JAV1ER Plaintiff dj AMBER JOHNSON Plaintiff DATED: April, 2016 DATED: April,2016 SANDY MANU Plaintiff YELP inc. AARON SCHUR, lsq By: AARON SCHUR, ESQ. Senior Director of Litigation and Authorized Agent for Defendants APPROVED AS TO FOR DATED: April, 2016 NOYER & HICKS RIChARD A. MOYER RYAN L. HICKS By: Attorneys for Plaintiffs CHRISTOPHER JAVIER, AMBER JOT INSON and SANDY MANU ST ULATION RE: SBTTLEMENT Of CLASS ACTtON,

35 1 DATED: April, CHRISTOPHER JAVIER Plaintiff 4 6 DATED: April, 2016 AMBER JOHNSON Plaintiff 7 DATED: April SANDY MANU 9 Plaintiff DATED: AiV.20l6 YELP INC, 12 AARON SCHUR. ESQ B v: I) AARON SCHUR. ESQ 16 Senior Director of Litigation and Authorized Agent for Defendants 17 Is 19 APPROVED AS TO FORM: 70 - DATED: ApiL.20l6 HOYER&HICKS RICHARD A. HOYER 21 RYAN L. HICKS / 2i 7 24 By: > 1 25 Attorneys for Plaintiffs CHRISTOPHER JAVIER. AMBER JOHNSON and SANDY MANU STIPULATION RE SETTLEMENT OF CLASS ACTION. //

36 1 tri DATED: Lphi L 2016 MUNGER, TOLLES & OLSON LLP 2 MALCOLM A. HEINICKE MARJA-LIISA OVERBECK 3 5 By: 6 7 Attorneys for EAT24, LLC and YELP INC. $ STIPULATION RE: SETTLEMENT Of CLASS ACTION.

37 $ $ EXHIBIT 1 STIPULATION RE: SETTLEMENT OF CLASS ACTION

38 1 RICHARD A. HOYER (State Bar No ) 2 rhoyer@hoyerlaw.com RYAN L. HICKS (State Bar No ) 3 rhicks@hoyerlaw. corn HOYER & HICKS 4 Embarcadero Center, Suite San Francisco, California Telephone: (415) Facsimile: (415) Attorneys for Plaintiffs 7 MALCOLM A. HEINICKE (State Bar No ) 8 malcolm.heinicke@rnto.com MARJA-LIISA OVERBECK (State Bar No ) 9 mari.overbeck@rnto.com MUNGER, TOLLES & OLSON LLP 560 Mission Street 10 Twenty-Seventh Floor San Francisco, California Telephone: (415) Facsimile: (415) Attorneys for Defendants 13 SUPERIOR COURT OF THE STATE OF CALIFORNIA 14 COUNTY OF SAN FRANCISCO CHRISTOPHER JAVIER, AMBER Class Action Case No. CGC $5 17 JOHNSON, and SANDY MANU, and all others similarly situated, [PROPOSED] ORDER GRANTING 18 PRELIMINARY APPROVAL OF Plaintiffs, SETTLEMENT (EXHIBIT 1) 19 vs. Complaint Filed: April 23, EAT24, LLC and YELP INC., and DOES 1- TRIAL DATE: NONE SET 21 25, 22 Defendants STIPULATION RE: SETTLEMENT OF CLASS ACTION

39 1 Plaintiffs motion for an order preliminarily approving a class action settlement and 2 setting a settlement hearing came on for hearing on or about [fill in date]. Defendants filed a 3 notice of non-opposition to this motion. The Court has considered the Stipulation Re: Settlement 4 of Class Action (and its exhibits), the submissions of counsel, and all other papers filed in this 5 action. The matter having been submitted and good cause appearing therefor, the Court finds as 6 follows: 7 1. All defined terms contained herein shall have the same meanings as set 8 forth in the Stipulation Re: Settlement of Class Action executed by the Settling Parties and filed 9 with this Court (the Stipulation ); The Class Representatives and Defendants, through their counsel of record 11 in the Litigation, have reached an agreement to settle all claims in the Litigation; The Court conditionally finds that, for the purposes of approving this 13 settlement only, the proposed Class meets the requirements for certification under section 382 of 14 the California Code of Civil Procedure: (a) the proposed Class is ascertainable and so numerous 15 that joinder of all members of the class is impracticable; (b) for purposes of effectuating this 16 settlement, there are questions of law or fact common to the proposed Class, and there is a well- 17 defined community of interest among members of the proposed Class with respect to the subject 18 matter of the Litigation; (c) the claims of Class Representatives are typical of the claims of the 19 members of the proposed Class; (d) the Class Representatives have and will fairly and adequately 20 protect the interests of the Members of the Class; (e) for purposes of effectuating this settlement, a 21 class action is superior to other available methods for an efficient adjudication of this controversy; 22 and (f) the counsel of record for the Class Representatives is qualified to serve as counsel for the 23 Class Representative in their own capacities as well as their representative capacities and for the 24 Class; The moving parties also have presented to the Court for review a 26 Stipulation Re: Settlement of Class Action. The Stipulation is within the range of reasonableness 27 and meets the requirements for preliminary approval; and 28 STIPULATION RE: SETTLEMENT OF CLASS ACTION

40 1 5. The moving parties have also presented to the Court for review a plan to 2 provide notice to the proposed Class of the terms of the settlement and the options facing the Class 3 including, inter alia: to opt out of the class action, to be represented by counsel of their choosing, 4 to object to the settlement, and/or to remain in the Settlement Class and become a Participating 5 Settlement Class Member. The notice will be mailed to all Class Members at their Last Known 6 Addresses with provisions for address verification. The notice plan proposed by the Settling 7 Parties is the best practical under the circumstances. 8 Good cause appearing therefor, 9 IT IS HEREBY ORDERED that: Pursuant to California Rule of Court 3.769(d), the Stipulation of Settlement 11 is preliminarily approved and the Class is provisionally certified, and Hoyer & Hicks are hereby 12 appointed as Class Counsel, and Plaintiffs are hereby designated the Class Representative for 13 purposes of Settlement and Rust Consulting is hereby designated the Settlement Administrator; Notice of the proposed settlement, and the rights of Class Members, 15 including the right to opt out of the settlement, shall be given by mailing of the Notice to Class 16 Members Re: Pendency of a Class Action by first class, postage prepaid, to all Class Members 17 pursuant to the applicable provisions in the Stipulation. Defendants shall provide the Settlement 18 Administrator with the information necessary to conduct this mailing as set forth in the 19 Stipulation; A hearing shall be held before this Court on [fill in date] at [fill in time] to 21 consider whether the settlement should be given final approval by the Court: 22 (a) Written objections by Class Members to the proposed settlement will be 23 considered if received by the Settlement Administrator and Class Counsel on or before the Notice 24 Response Deadline; 25 (b) At the Settlement Hearing, Class Members may be heard orally in support 26 of or in opposition to the settlement; 27 2$ -2- STIPULATION RE: SETTLEMENT Of CLASS ACTiON.

41 1 (c) Class Counsel and counsel for Defendants should be prepared at the hearing 2 to respond to objections filed by Class Members, and to provide other information as appropriate, 3 bearing on whether or not the settlement should be approved; and 4 (d) At the Settlement Hearing, the Court shall consider any motions or 5 applications for attorney fees, costs and litigation expenses consistent with the Stipulation In the event that the Effective Date occurs, all Settlement Class Members 7 will be deemed to have forever released and discharged the Released Claims. In the event that the $ Effective Date does not occur for any reason whatsoever, the Stipulation shall be deemed null and 9 void and shall have no effect whatsoever All other proceedings in this action are hereby stayed pending the outcome 11 of the parties request for final approval of the Settlement PURSUANT TO STIPULATION, IT IS SO ORDERED DATED: 16 Judge of the Superior Court 17 1$ STIPULATION RE: SETTLEMENT Of CLASS ACTION.

42 2 EXHIBIT STIPULATION RE: SETTLEMENT Of CLASS ACTION

43 1 RICHARD A. HOYER (State Bar No ) 2 RYAN L. HICKS (State Bar No ) 3 HOYER&HICKS 4 Embarcadero Center, Suite San Francisco, California Telephone: (415) Facsimile: (415) Attorneys for Plaintiffs 7 MALCOLM A. HEINICKE (State Bar No ) malcolm.heinicke@rnto. corn 8 MARJA-LIISA OVERBECK (State Bar No ) mari.overbeck@rnto.com 9 MUNGER, TOLLES & OLSON LLP 560 Mission Street 10 Twenty-Seventh floor San Francisco, California Telephone: (415) facsimile: (415) Attorneys for Defendants SUPERIOR COURT Of THE STATE OF CALIFORNIA COUNTY Of SAN FRANCISCO 16 CHRISTOPHER JAVIER, AMBER Class Action Case No. CGC $5 17 JOHNSON, and SANDY MANU, and all others similarly situated, [PROPOSED] NOTICE TO CLASS 18 MEMBERS (EXHIBIT 2) , vs. Plaintiffs, EAT24, LLC and YELP INC., and DOES 1-22 Defendants STIPULATION RE: SETTLEMENT OF CLASS ACTION

44 NOTICE TO CLASS MEMBERS RE: PENDENCY OF A CLASS ACTION AND NOTICE OF HEARING ON PROPOSED SETTLEMENT. THIS NOTICE MAY AFFECT YOUR RIGHTS. PLEASE READ IT CAREFULLY. Javier et al v. Eat24, LLC and Yelp Inc., San Francisco Superior Court Case No. CGC $5 PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE COULD AFFECT YOUR LEGAL RIGHTS. YOU MAY BE ENTITLED TO MONEY FROM THIS SETTLEMENT. IF YOU WISH TO PARTICIPATE IN THIS SETTLEMENT OF THE CLASS ACTION, YOU DO NOT NEED TO DO ANYTHING, AND YOUR SHARE OF THE SETTLEMENT FUNDS WILL BE MAILED TO YOU FOLLOWING FINAL COURT APPROVAL OF THE SETTLEMENT. PLEASE DO NOT CONTACT THE COURT OR THE COURT CLERK REGARDING THIS MATTER. THE FOLLOWING RECITATION DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT SHOULD NOT BE UNDERSTOOD TO BE AN EXPRESSION OF THE COURT S VIEWS ON THE MERITS OF ANY CLAIM OR DEFENSE RAISED BY THE PARTIES. I. INTRODUCTION AND SUMMARY This is to notify you of a claim filed on April 23, 2015 by Plaintiffs Christopher Javier, Amber Johnson and Sandy Manu against their former employer Eat24, LLC ( Eat24 ). These Plaintiffs Customer Support Specialists/Representatives, and they primarily claim that worked for Eat24 as required by California law and them all wages due at termination, and did not provide them with sufficient statements of their the company did not always properly provide them with meal and rest periods as a result did not pay them wages for all hours worked, did not timely pay wages. Plaintiffs do not allege such claims against Yelp Inc. ( Yelp ) for the period after Yelp the acquirer of Eat24. Plaintiffs have filed this action as a proposed class and representative action and seek to acquired Eat24, but Plaintiffs also filed this action against Yelp in its capacity pursue similar claims on behalf of other current and former Customer Support Specialists/Representatives ( CSS ) employees who performed work for by Eat24 in California prior to the transition of such employees to Yelp, i.e., prior to April 1, as as Eat24 and Yelp have not admitted to any, and have instead denied all liability, and they have agreed to resolve this matter to avoid the further expense and disruption of litigation pursuant to the procedure set forth in this notice. The purpose of this Notice is to inform you of the pending settlement agreement and your rights You have received this Notice because you are one of the CSS employees employed by Eat24 in California prior to the Yelp transition who, unless you opt out, will be deemed part of the under it. STIPULATION RE: SETTLEMENT OF CLASS ACTION

45 class here. This Notice will provide instructions on the options available to you in particular, will explain how you can opt out of the settlement altogether, take no action and be deemed a member of the settlement class and sent a settlement payment, and/or take other actions. If you take no action, you will be subject to this agreement and the associated judgment (and the associated release), and you will be sent your allocated settlement payment. it Please understand that this is not a notice of a lawsuit against you. You have not been sued. You are not required to appear in Court in response to this Notice. Please review this Notice and consider the options outlined herein carefully. II. CLASS COUNSEL Plaintiffs and the Settlement Class are represented by attorneys at the law firm of Hoyer & Hicks, whose contact information is: Richard A. Hoyer Ryan Hoyer & Hicks 4 L. Hicks Embarcadero Center, Suite 1400 San Francisco, California If you choose to remain a Member of the Settlement Class, you will be represented by these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. III. CERTIFICATION AND HEARING THEREON On or about [PRELIMINARY HEARING DATE], pursuant to the procedures for the approval of class actions and California Rule of Court 3.769, the Court granted preliminary approval for the settlement of this matter as APPROVAL HEARING DATE AND TIME]. This hearing will take place at Department of a class action and scheduled a hearing on final approval for [FINAL the San Francisco Superior Court, located at 400 McAllister Street, San Francisco, CA Members of the Class, including you, can express their views on the settlement at or before this hearing, but you are not required to do so, nor are you required to attend this hearing to exercise any of your rights, including either the right to remain a class member and receive payment or the right to opt out of this action. Members of the Class can exercise either these options by following the instructions contained in this Notice; again, no appearance by you at the hearing is required. In addition to scheduling this hearing, the Court approved this Notice and approved the parties request to mail this Notice to all Members of the Class. This conditional certification order does not reflect the Court s opinion on the merits of any claim or defense raised by the parties. IV. THE PEOPLE RECEIVING THIS NOTICE AND ADDRESS CHANGES Plaintiffs Javier, Johnson and Manu have brought this action as a class and representative action. In class and representative actions, one or more persons bring claims on behalf of themselves and -2- [PROPOSED] NOTICE TO CLASS MEMBERS

46 it others who are allegedly in similar situations or have similar claims. In order to ensure that all Class Members are given an adequate opportunity to protect their rights, this Notice is being mailed to the last known addresses of all people identified as Class Members, and address verification measures have been taken. if, for any future reference or mailings, the recipient of this Notice, i.e., you, wish to change the name or address listed on the envelope in which this Notice was sent, please provide that information on the Change of Address form attached to this Notice as Form A. V. DESCRIPTION OF THE LAWSUIT Plaintiffs Javier, Johnson and Manu have filed a claim on behalf of themselves and others allegedly similarly situated alleging that Eat24 did not properly provide meal and rest periods to its hourly CSS employees in California as required by state law during the period relevant to this suit. Plaintiffs have also alleged that as a result of the missed meal and rest periods, Eat24 failed to pay wages to its CSS employees for all hours worked as a result, failed to pay wages timely, and failed to provide hourly CSS employees with accurate statements of wages earned. Yelp and Eat24 value their reputations as responsible companies and employers. Upon learning of Plaintiffs allegations, they voluntarily commenced efforts to review the claims. In particular, the company reviewed Eat24 s pertinent policies and practices and interviewed employees. Nevertheless, Yelp has chosen to work with Plaintiffs and their counsel to resolve this matter and address any doubt with regard to these issues. Accordingly, and subject to court approval, the parties have entered a settlement agreement that provides for the certification of a class consisting of current and former hourly CSS employees who worked for Eat24 during the period from April 24, through April 1, 2015, i.e., the date of the transfer of the then-current Eat24 employees to Yelp. VI. KEY TERMS OF THE PROPOSED SETTLEMENT Plaintiffs and the company have voluntarily entered into this settlement agreement. Through this settlement, neither Eat24 nor Yelp nor any of their affiliates or employees have admitted any liability or wrongdoing. The total maximum amount of the Settlement is five hundred and fifly thousand dollars, and this amount, less the amounts awarded by the Court for attorneys fees and costs, the enhancement to Plaintiffs, the Settlement Administrator s costs, and payment amount to the California Labor and Workforce Development Agency, will be available for distribution among the class members who do not opt out of the settlement. Subject to final approval by the Court, the attorneys for Plaintiffs and the Class (herein Class COunsel ) will be paid a sum sufficient to compensate them for their services in this matter. The company will pay this combined and total sum, which will at most be $183,333 for Plaintiffs attorneys fees and up to $10,000 in taxable litigation costs. Class Members will not be required to compensate Class Counsel. In addition to the payments to Class Counsel, each of the three named plaintiffs may receive a court-approved payment beyond what each would receive as a claimant in this action. This payment will be in the amount of up to $5,000 for each plaintiff, and it will be in compensation for each plaintiff s role as a named plaintiff prosecuting this class action lawsuit on the behalf of all Class Members, and also in exchange for a total, general release. Class Members will not be responsible for this payment will come from the settlement fund. [PROPOSED] NOTICE TO CLASS MEMBERS

47 A full copy of the settlement agreement and other public documents filed with the Court with regard to this matter can be inspected and copied in the Office of the Court Clerk. The Office of the Clerk is located at the California Superior Court for the City and County of San Francisco, located at 400 McAllister Street, San Francisco, CA Please see Section IX of this Notice for further details. During the pendency of the notice period, you can also view copies of the key filings in this case on Class Counsel s website at the [INSERT WEB ADDRESS] Each Class Member who does not opt out of the settlement will receive a payment in an amount determined by the number of full weeks in which he or she worked as a CSS employee for Eat24 in California during the pertinent period. Specifically, a class member who does not opt out of the settlement will receive approximately [MERGE AMOUNT] for each week during which he or she worked as an hourly CSS employee for Eat24, in California during the pertinent class period as defined in the settlement agreement. Company records demonstrate that during the pertinent period, you worked in a position as a CSS employee for [MERGE WEEKS NUMBER] weeks. A portion of this payment will be subject to required wage withholdings and deductions, and so the net payable amount will be less than the gross amount of the settlement sum. Specifically, the company will report one-third of this payment to relevant government entities as a wage payment, and the remaining two-thirds as a non-wage payment. The company reserves the right to make any required withholdings or deductions as required by applicable law, and the company will report any payments made pursuant to this agreement to the Internal Revenue Service and other relevant government entities (if any) as required by law. If you believe that the information regarding your weeks worked is incorrect, you must explain your disagreement in writing signed under penalty of perjury, and mail it along with any documentation relating to your disagreement to the Settlement Administrator at the address provided below. For your explanation and documentation to be considered, they must be postmarked by [insert NOTICE RESPONSE DEADLThTE] The parties will review such disputes and attempt to resolve them without court involvement. Please keep in mind that only weeks worked during the pertinent period and in the pertinent position count. Weeks worked outside the period or in other positions do not count, and so this is not a situation in which any week worked for Eat 24 is qualifying. Please also be advised that the submission of such a dispute could delay processing of your settlement payment. Class Members will be responsible for any taxes on any payments made pursuant to this settlement. Neither the Class Representatives, Class Counsel, Yelp nor Eat24 makes any representations concerning the tax consequences of this settlement or your participation in it, and you may seek tax advice from a tax professional at your own expense in association with your response to this notice. Only those individuals who remain Members of the Class will be eligible to participate in this settlement and receive payment under this agreement. All individuals who do not opt out will be subject to the judgment. On the other hand, those Class Members who opt out of the settlement will not be eligible to obtain payment pursuant to this settlement, nor will they be bound by the judgment and associated waiver or release of related claims. -4- [PROPOSED] NOTICE TO CLASS MEMBERS

48 VII. THE RIGHTS AND OPTIONS OF CLASS MEMBERS You have received this Notice because company records suggest that you are a member of the conditionally certified Class. Current Members of the Class have three options: First, individuals who are currently Members of the Class, including you, may choose to remain Members of the Settlement Class and receive a share of the settlement. To remain a member of the Settlement Class and be mailed your share of the settlement following and assuming approval of the settlement by the Court, you need not take any action. If YOU DO NOTHING, YOU WILL RECEIVE A SETTLEMENT PAYMENT AND BE BOUND BY THE TERMS Of THE SETTLEMENT Second, if you do not wish to be part of this settlement, you may elect to opt out of the Settlement Class and thus exclude yourself from this action and the associated settlement and judgment. Class Members who opt out of this action would remain free, subject to the statute of limitations and applicable statutory, common law or other restrictions, to bring against Eat24 and/or Yelp otherwise viable claims of the nature encompassed by this settlement and associated release. Similarly, if you decide to opt out, you will not be allowed to object to this settlement. The deadline opt out is [NOTICE RESPONSE DEADLINE] This deadline is final, and forms not postmarked before the pertinent deadline will not be honored. If YOU OPT OUT Of THE SETTLEMENT, YOU WILL NOT RECEIVE A PAYMENT. To elect to opt out of the lawsuit and associated settlement, you must send a letter to the Settlement Administrator and also to Class Counsel stating With respect to the Javier Matter, I wish to opt out of the Settlement Class and to exclude myself from the associated settlement and judgment. You will also need to include your name, address, phone number and the month and year you began working for Eat24, and your signature on the letter. Class Counsel s address is listed above. The Settlement Administrator s address is: P.O. Box Rust Consulting, Inc. Re: Javier Matter MThl [ZIP] Third, and in addition to either one of the above options, Class Members may (a) participate in this lawsuit at their own expense by obtaining their own attorneys (Class Members who choose this option will be responsible for any attorney fees or costs incurred as a result of this election); and/or (b) submit written objections to the settlement by mailing them to the Settlement Administrator and Class Counsel at the above-listed addresses no later than [NOTICE RESPONSE DEADLINE] Class Counsel will present these objections to the Court Late objections will not be valid. Finally, please be advised that if you fail to take any action (i.e., fail to submit a claim form and fail to opt out), you will remain in the Settlement Class and receive your settlement payment, shall be deemed to have forever released and discharged the Released Claims, and will be subject to the judgment rendered in this action, i.e., the judgment issued in connection with the settlement. If you remain in the Settlement Class (i.e., do not opt-out), and the Settlement is ultimately approved by the Court, you will be deemed to have forever released Eat24 and Yelp of any known -5- [PROPOSED] NOTICE TO CLASS MEMBERS

49 or unknown claims for failure to provide meal and/or rest period or any associated benefits or remedies. Specifically, if you remain in the Settlement Class (i.e., do not opt-out), and the Settlement is ultimately approved by the Court, you will be deemed to have forever released and discharged Eat24 and Yelp and all of their past and present affiliates, directors, officers and employees from any and all claims of any nature or kind whatsoever, whether known or unknown, based on any actual or alleged failure to provide sufficient meal and/or rest periods or pay additional sums of money in lieu thereof and all derivative claims, including claims for (A) failure to pay regular, overtime, and/or premium wages per the allegations of the complaint; (B) failure to comply with payroll, wage record-keeping, and/or wage statement itemization requirements; (C) failure to timely pay wages due at termination or otherwise; (D) and to the extent not covered above, any claims based on facts pled in the Litigation. Specifically, this release shall result in the waiver of all claims, including without limitations unknown claims, demands, rights, liabilities and causes of action of every nature and description whatsoever including without limitation statutory, constitutional, contractual or common law claims, whether known or unknown, whether or not concealed or hidden, against Eat24 and Yelp and any of their affiliated persons or entities for any type of relief as a result of the Class Member s employment in California for (a)(i) failure to provide sufficient meal and/or rest periods; (ii) associated failure to pay premium or other wages; (iii) failure to comply with payroll or wage record-keeping or wage statement itemization requirements; and (iv) failure to timely pay Wages due at termination or otherwise; (b) penalties or any other remedies for any of the claims covered by subsection (a) above under any statute or regulation or other provision of law, including without limitation claims under California Labor Code sections 201, 201.3, 202, 203, 226, 226.7, 512 & 1194, California Labor Code section 2698 et seq., California Business and Professions Code section et seq., any applicable California Industrial Welfare Commission Wage Order (including without limitation Wage Order 4), and the federal Fair Labor Standards Act; (c) injunctive relief, restitution, disgorgement, accounting, declaratory relief or other equitable relief for any of the claims covered by subsection (a); (d) any and all claims for interest, costs, or attorney fees for any of the claims covered by subsection (a), including without limitation California Labor Code sections 218.5, 1194 & 269$ et seq. and California Code of Civil Procedure section ; and (e) to the extent not covered above, all claims arising from the factual allegations pled in the Litigation. With respect to those claims released by the above specified release, and only such claims (as opposed, for example, to claims for wrongful termination or Workers Compensation), all Settlement Class Members, i.e., people who do not opt out of the settlement, shall be deemed to have, and by operation of the judgment shall have, expressly waived, the rights and benefits of California Civil Code section 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. VIII. HEARING ON SETTLEMENT The Court will hold a hearing on the advisability and propriety of this settlement on [FiNAL APPROVAL HEARING DATE AND TIME]. This hearing will take place at Department -6- [PROPOSED] NOTICE TO CLASS MEMBERS of