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Calculation of Filing Fee Tables
Form S-3
(Form Type)
Yelp Inc.
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to Be Paid | Debt | Debt Securities | 456(b) and 457(r)(2) | (1) | (1) | (1) | (1) | (1)(2) | — | — | — | — |
| Equity | Common Stock, par value $0.000001 per share | 456(b) and 457(r)(2) | (1) | (1) | (1) | (1) | (1)(2) | — | — | — | — |
| Equity | Preferred Stock, par value $0.000001 per share | 456(b) and 457(r)(2) | (1) | (1) | (1) | (1) | (1)(2) | — | — | — | — |
| Other | Warrants | 456(b) and 457(r)(2) | (1) | (1) | (1) | (1) | (1)(2) | — | — | — | — |
| Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — |
| Carry Forward Securities |
| Carry Forward Securities | — | — | — | — | | — | | | — | — | — | — |
| Total Offering Amounts | | — | | — | | | | |
| Total Fees Previously Paid | | | | — | | | | |
| Total Fee Offsets | | | | — | | | | |
| Net Fee Due | | | | — | | | | |
(1) An indeterminate number or amount, as the case may be, of common stock, preferred stock, debt securities and warrants are being registered hereunder as may from time to time be issued at indeterminate prices. The securities being registered hereunder may be convertible into or exchangeable or exercisable for other securities of any identified class, and may be sold separately or in combination. In addition to the securities that may be issued directly under this registration statement, there is being registered
hereunder such indeterminate aggregate number or amount, as the case may be, of the securities of each identified class as may from time to time be issued on the conversion, exchange, settlement or exercise of other securities offered hereby. Separate consideration may or may not be received for securities that are issuable on the conversion or exercise of, or in exchange for, other securities offered hereby or that are offered in combination. Securities registered hereby may be offered for U.S. dollars or the equivalent thereof in foreign currencies.
(2) Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the Registrant is deferring payment of all applicable registration fees. Any registration fees will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).