UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2012

YELP INC.

(Exact name of registrant as specified in its charter)

706 Mission Street

San Francisco, CA 94103

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

The information contained under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On October 23, 2012, Yelp Inc. (the “Company”) and Yelp Ireland Ltd., a wholly-owned subsidiary of the Company (“Yelp Ireland”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Qype GmbH (“Qype”) and its shareholders. Pursuant to the Purchase Agreement, Yelp Ireland acquired all of the outstanding equity interests in Qype for EUR 19,573,643 (approximately $25.3 million as of the time of closing) and 968,919 shares of the Company’s Class A Common Stock, and Qype became an indirect wholly-owned subsidiary of the Company. The transaction closed upon the execution of the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations, including a cash escrow of a portion of the purchase price for the benefit of the Company and Yelp Ireland of EUR 7,829,457 (approximately $10.1 million as of the time of closing) for a two-year period after the closing of the acquisition to satisfy any indemnification obligations that may arise. A portion of the cash escrow may be released after the first anniversary of the closing of the acquisition. Of such escrow amount, EUR 4,697,674 was deposited in escrow at the time of closing and the remaining EUR 3,131,783 will be deposited in escrow if Qype delivers to the Company certain consolidated financial statements of Qype and its subsidiaries, audited under International Financial Reporting Standards, within 45 days following the closing of the transaction or, if not so delivered, Yelp is nonetheless successful in obtaining and filing such financial statements with the Securities and Exchange Commission (the “SEC”) in a timely manner (in which case the remaining escrow amount would be deposited at the time of such filing). The Purchase Agreement provides that the purchase price will be subject to post-closing adjustment based on net working capital.

The foregoing description of the Purchase Agreement is qualified in its entirety to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

On October 24, 2012, the Company announced preliminary financial results for the quarter ended September 30, 2012. The Company’s press release, entitled “Yelp Acquires Qype; Provides Preliminary Third Quarter 2012 Financial Results,” is furnished pursuant to Item 2.02 as Exhibit 99.2 hereto.

The information in this Item 2.02 and the press release attached as Exhibit 99.2 hereto is furnished to, but not “filed” with, the SEC and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The information contained under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The sale of the Company’s Class A Common Stock to the Qype shareholders was made in reliance on the private placement exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder. The sale of the Company’s common stock was conducted without general solicitation or general advertising, each of the Qype shareholders represented that it was an “accredited investor” as defined in Rule 501 of Regulation D and each purchaser represented that the common stock was acquired for its own account and was not intended to be sold or disposed of in violation of securities laws. The Class A Common Stock to be issued to the purchasers will also contain appropriate restricted stock legends.

Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the due date of this Current Report.

Pro forma financial information will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the due date of this Current Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit 99.1

Share Purchase Agreement

among

– collectively referred to as “Sellers” –

and

Yelp Ireland Ltd., a limited liability company incorporated under the laws of Ireland, with offices at Fitzwilliam Place Dublin 2, Suite LG1, Dublin, Ireland.

– hereinafter referred to as “Purchaser” –

and

Yelp Inc., a Delaware corporation, with offices at 706 Mission Street, 7th Floor, San Francisco, California 94103.

– hereinafter referred to as “Parent” –

and

Qype GmbH, Hamburg, Germany, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany with registered office at Großer Burstah 50-52, 20457 Hamburg, Germany, registered with the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Hamburg under HRB 95913

– hereinafter referred to as the “Company” –

– Sellers, Purchaser, Parent and the Company collectively also referred to as the “Parties” –

TABLE OF CONTENTS

-i-

Preamble

NOW, THEREFORE, the Parties agree as follows:

- 1 -

“Acquired Companies” shall mean the Company and each of its Subsidiaries.

“Acquired Companies Working Capital” shall mean an amount, which may be positive or negative, equal to: (a) the sum of the Acquired Companies’ cash, cash equivalents, accounts receivable net of reserves (as determined by German GAAP), unbilled receivables, prepaid payments and deferred expenses, VAT receivables, deposit from card processor, cash from sales in transit, UK and German office and/or phone deposits; minus (b) the sum of the Acquired Companies’ current liabilities (including accrued expenses and accounts payable); in each case calculated in accordance with German GAAP, and, to the extent not inconsistent with German GAAP, on a basis consistent with the preparation of the Interim Management Accounts prepared in accordance with German GAAP and provided to Purchaser prior to the date hereof; provided however, that, for purposes of this definition of Acquired Companies Working Capital, whether or not in accordance with German GAAP: (i) “accounts receivable” shall exclude any receivable from an Affiliate of the Company any receivable written off or determined to be uncollectible to the extent not covered in the receivables reserve (ii) “current liabilities” shall include credit card payments due, deferred revenue, the amount of any bonuses or severance which is payable as of the Closing (other than Transaction Expenses), the amount of any bonuses that were accrued and not paid prior to the Closing, all liabilities for accrued or deferred Taxes (namely VAT payable and employee taxes payable), balance sheet reserves required by German GAAP, any reserves for employee benefit plans or Tax withholdings and all Taxes imposed on any Acquired Company for any transaction-related compensation (including, for the avoidance of doubt, the employer’s share of any employment, national insurance contributions or other payroll Taxes incurred by any of the Acquired Companies); unless paid by the Sellers’ Agent (pursuant to Section 4.2(a) out of the Cash Consideration); and (iii) “current liabilities” shall exclude unpaid Transaction Expenses and Indebtedness, in each case, to the extent such amounts were disclosed on Schedule 4.1 of Reference Deed 2.

“Acquired Company Contracts” shall mean all Contracts to which any of the Acquired Companies is a party, by which any of the Acquired Companies or any of its assets is or may be bound or under which any of the Acquired Companies has, or may become subject to, any obligation.

“Affiliates” shall mean, as to any Person, any Person affiliated within the meaning of sections 15 et seqq. of the German Stock Corporation Act (AktG).

- 2 -

“Aggregate Indebtedness Amount” shall mean the aggregate amount of Indebtedness of the Acquired Companies as of the Closing.

“Agreement” shall mean this Share Purchase Agreement.

“Audited Financial Statements” shall mean the annual consolidated financial statements as of 31 December, 2010 and 31 December, 2011 (Bilanz, Gewinn- und Verlustrechnung) of the Acquired Companies prepared in accordance with IFRS.

“Business” shall mean the Acquired Companies’ business as heretofore conducted, including all research, development, manufacturing, marketing, promotion, distribution sales and service and other activities and operations of the Acquired Companies relating thereto or in connection therewith.

“Business Day” shall mean a day on which the banks are open for business in New York, New York, United States and Hamburg, Germany.

“Cash Consideration” has the meaning set forth in Section 4.1(a).

“Charter Documents” has the meaning set forth in Section 7.2(a).

“Closing” has the meaning set forth in Section 6.1.

“Closing Date” has the meaning set forth in Section 6.1.

“Closing Deliveries” has the meaning set forth in Section 6.3.

“Closing Memorandum” has the meaning set forth in Section 6.2(c).

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Common Stock” shall mean the shares of Class A Common Stock of Parent.

“Company” has the meaning set forth in the Preamble.

“Company Guarantees” has the meaning set forth in Section 7.

“Company IP Rights” has the meaning set forth in Section 7.17(c).

- 3 -

“Company Options” shall mean each option to purchase Shares (or exercisable for cash) other than Stock Appreciation Rights.

“Company Product and Service” and/or “Company Product or Service” shall mean each of the products (including software products), the Acquired Companies’ websites (including the websites listed on Schedule 1(a)) (the “Websites”) and services made, manufactured, marketed, licensed, sold distributed, offered or performed by any of the Acquired Companies through the Websites or otherwise at any time and each product, enhancement, derivative, technology, Websites and service currently under development by any of the Acquired Companies.

“Company’s Knowledge” shall mean the actual and constructive knowledge (i.e., could have known but for the negligence (Fahrlässigkeit) taking into account the standard customarily applied to a prudent business person (Kaufmann) in the same position) of any Seller or any director or officer of the Acquired Companies, including the knowledge that such Persons would be reasonably expected to have had if they had made inquiry of those persons employed by the Acquired Companies or any of the Affiliates of the Acquired Companies who would reasonably be expected to have knowledge of the issue in question.

“Confidential Information” has the meaning set forth in Section 12.7(a).

“Consent” shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

“Contract” shall mean any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, warranty or legally binding commitment or undertaking of any nature.

“Convertible Note Waiver” shall have the meaning set forth in Section 2.4.

“Convertible Notes” shall mean the notes issued by the Company.

“Damages” includes any loss, damage, injury, decline in value, lost opportunity, reasonably foreseeable and proximately caused consequential damages (Folgeschäden), Liability, claim, demand, settlement, judgment, award, fine, penalty, Tax (and the loss of any tax loss, credit or other Tax attribute other then due to the change of control resulting from the transaction hereof or any potential conversion of Convertible Loans as set forth in Exhibit C), fee (including reasonable attorneys’ and consultants’ fees), charge, cost (including costs of investigation) or expense of any nature.

- 4 -

“Encumbrance” shall mean any lien, pledge (Pfandrechte), hypothecation, charge, mortgage, security interest, transfer for security purposes (Sicherungsübereignung), right to profit (Gewinnbeteiligung) encumbrance, claim, option, right of first refusal, preemptive right or restriction of any nature.

“Entity” shall mean any corporation (including any non profit corporation), stock corporation (Aktiengesellschaft), limited liability company (Gesellschaft mit beschränkter Haftung), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, joint stock company, firm or other enterprise, association, organization or entity.

“Escrow Account” shall mean the account to be established with the Escrow Agent by depositing the Escrow Amount.

“Escrow Agent” has the meaning set forth in Section 4.2(d).

“Escrow Agreement” has the meaning set forth in Section 4.2(d).

“Escrow Amount” has the meaning set forth in Section 4.2(e).

“Final Working Capital” has the meaning set forth in Section 4.3(c).

“Financial Statements” shall mean the Interim Management Accounts and the Audited Financial Statements.

“Financials Submission Deadline” shall mean 45 days after Closing.

“German GAAP” has the meaning set forth in Section 7.8.

“Governmental Authorization” shall mean any: (a) permit, license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.

“Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal).

- 5 -

“Holdback” has the meaning set forth in Section 4.2.

“IFRS” shall mean International Financial Reporting Standards issued by the International Accounting Standards Board.

“Indebtedness” of the Acquired Companies, shall mean: (a) all indebtedness of the Acquired Companies, including indebtedness for borrowed money; notes; capitalized leases; bank term and revolving credit loans; obligations related to drawn letters of credit, bankers’ acceptances or similar credit transactions; bonds evidencing funded indebtedness; debentures; borrowings from lending institutions other than banks; subordinated loans and subordinated debt securities with or without stated maturity; bank bills; bank overdrafts; obligations with respect to the factoring or discounting of accounts receivable and other instruments; any dividends payable to shareholders; and accrued interest and premiums, expenses, penalties, early termination fees, success fee, change of control fees and any fee that may become due as a result of the transactions contemplated herein on any of the foregoing (including prepayment penalties and breakage costs); and (b) any indebtedness of another Person, the payment of which is: (i) guaranteed, directly or indirectly, by any Acquired Company; or (ii) secured, directly or indirectly, by a lien or other Encumbrance against any right, title and interest in and to the business, properties, assets and rights of any kind, whether tangible or intangible, real or personal owned by any Acquired Company; provided, however, that “Indebtedness” shall not include accounts payable to trade creditors arising in the ordinary course of business consistent with past practices.

“Indemnitees” shall mean the following Persons: (a) Parent; (b) Purchaser; (c) Purchaser’s Affiliates; (d) the respective employees, managing directors, agents, attorneys, accountants, advisors and representatives of the Persons referred to in clauses “(a)”, “(b)” and “(c)” above; and (e) the respective successors and assigns of the Persons referred to in clauses “(a)”, “(b)”, “(c)” and “(d)” above; provided, however, that Sellers shall not be deemed to be “Indemnitees.”

“Initial Escrow Amount” has the meaning set forth in Section 4.2(d).

“Intellectual Property Rights” shall mean patents (Patente), utility patents (Gebrauchsmuster), copyrights and neighboring rights (Urheberrechte und Leistungsschutzrechte), design rights (Geschmacks-musterrechte), service marks (Dienstleistungsmarken), trade marks (Warenmarken), trade names (Unternehmens-kennzeichen), Know-how and domain names, in each case whether registered or unregistered and including applications for the grant of any such rights.

- 6 -

“Interim Balance Sheet Date” has the meaning set forth in Section 7.8.

“Interim Management Accounts” has the meaning set forth in Section 7.8.

“Inventions” has the meaning set forth in Section 7.17(b).

“Know-how” shall mean the technology and any other confidential information relating to the development, manufacture and distribution of Company Products or Services. This includes: (a) works of authorship including computer programs in any form, including Source Code and Object Code, whether embodied in software, firmware or otherwise, development tools, documentation, designs, files, records, data, screen displays, blueprints, specifications, technical drawings and all media on which any of the foregoing is recorded; (b) inventions (whether or not patentable), improvements and technology; (c) proprietary and confidential information, Trade Secrets and know-how; (d) internet and World Wide Web URLs or addresses, domain names and any other rights relating thereto granted by any governmental or quasi governmental authority, including internet domain name registrars; (e) databases, data compilations and collections, customer lists and technical data; (f) tools, methods and processes, algorithms, architectures, structures; and (g) all instantiations and disclosures of the foregoing in any form and embodied in any media and all documentation related to the foregoing, including manuals, programmers’ notes, memoranda and records.

“Lease Agreements” has the meaning set forth in Section 7.16(a).

“Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

“Legal Requirement” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

“Liability” shall mean any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable.

- 7 -

“Majority of Sellers” has the meaning set forth in Section 12.2(d).

“Material Adverse Effect” shall mean any effect, change, event or circumstance (or any series or group of related effects, changes, events and circumstances) that has or would reasonably be expected to have a material adverse effect on: (a) the business, financial condition, capitalization, assets, operations or financial performance of the Acquired Companies, taken as a whole; or (b) the ability of the Company to consummate the transactions contemplated by this Agreement.

“Material Contracts” has the meaning set forth in Section 7.19(a).

“Neutral Auditor” shall mean a nationally recognized accounting firm mutually agreed upon by Purchaser and Sellers’ Agent.

“Non-Competition Agreement” has the meaning set forth in Section 6.2(a)(iii).

“Notice of Claim” has the meaning set forth in Section 10.3.

“Object Code” shall mean computer software, substantially or entirely in binary form, which is intended to be directly executable by a computer after suitable processing and linking but without intervening steps of compilation or assembly.

“Open Source Code” shall mean any software that is subject to the GNU General Public License, the Affero General Public License, the GNU Lesser General Public License, the Eclipse Public License, the Common Public License, the Mozilla Public License, or any other license identified as an open source license by the Open Source Initiative (each, an “Open Source License”).

“Option Settlement Agreement” shall have the meaning set forth in Section 2.3.

“Option Settlement Payment” shall have the meaning set forth in Section 4.2(a)(ii).

“Parent” has the meaning set forth in the Preamble.

“Participation Percentage” has the meaning set forth in Section 10.1(a).

“Parties” has the meaning set forth in the Preamble.

- 8 -

“Pension Arrangements” has the meaning set forth in Section 7.18(k).

“Person” shall mean any natural person, firm, partnership, association, corporation, company, limited liability company, trust, business trust, Governmental Authority or other Entity.

“Plan(s)” has the meaning set forth in Section 7.18(p).

“Post-Closing Date Straddle Period” has the meaning set forth in Section 11.3(a).

“Pre-Closing Date Straddle Tax Period” has the meaning set forth in Section 11.3(a).

“Privacy Policy” shall mean each external or internal, past or present privacy policy and guidelines of any Acquired Company, including any policy relating to: (a) the privacy of users of any Websites; (b) collection, storage, transmission, transfer (including cross-border transfers), disclosure and use of personally identifiable information (including personally identifiable information of employees, contractors, and third parties who have provided information to any Acquired Company); and (c) any employee information relating to data privacy.

“Purchase Price” has the meaning set forth in Section 4.1.

“Purchaser Working Capital Determination” has the meaning set forth in Section 4.3(a).

“Purchaser Working Capital Statement” has the meaning set forth in Section 4.3(a).

“Purchaser” has the meaning set forth in the Preamble.

“Related Parties” has the meaning set forth in Section 7.7.

“Releasees” has the meaning set forth in Section 12.1.

“Representations and Warranties” shall mean the representations and warranties contained in Section 7, 8 and 11.1.

“Second Escrow Amount” has the meaning set forth in Section 4.2(e).

“Securities Act” has the meaning set forth in Section 8.4.

“Seller Affiliate” shall mean any Person which is directly or indirectly through one or more intermediaries controlled by a Seller, including any Person which is affiliated with any Seller in the meaning of Section 15 et seqq. German Stock Corporation Act (AktG). For the purpose of this definition “control” (including the term “controlled by”) shall be understood in the meaning of Section 17 para. 2 German Stock Corporation Act (AktG).

- 9 -

“Seller Shares” with respect to a Seller, shall mean Shares held by such Seller; and with respect to all Sellers, mean Shares held by all Sellers collectively.

“Sellers” has the meaning set forth in the Preamble.

“Sellers’ Account” shall mean the account which Sellers’ Agent has established for and on behalf of all Sellers with Unicredit/HypoVereinsbank AG, Branch Munich (specific account information was delivered by Sellers’ Agent to Purchaser).

“Sellers’ Agent” has the meaning set forth in Section 12.2(a).

“Sellers’ Guarantees” has the meaning set forth in Section 8.

“Sellers Settlement Agreement” has the meaning set forth in Section 4.2.

“Shareholder Agreements” shall mean the following collectively: that certain Investment and Shareholders’ Agreement relating to the Series C Financing Round (notarial deed 1052 of the notary Dr. Michael von Hinden, Hamburg (the “Series C Shareholders’ Agreement”), including but not limited to any previous agreements by and between the Sellers with respect to the subject matter, in particular that certain Investment and Shareholder Agreement relating to the Investment (notarial deed 1875 of the notary Dr. Martin Mulert, Hamburg) dated August 11, 2006, as amended by that certain Investment and Shareholder Agreement II relating to the Investment dated July 12, 2007, and the Investment and Shareholder Agreement relating to the Series B Financing Round (notarial deed 0099 of the notary Dr. Wolfram Radke, Hamburg) dated July 23, 2008. The Series C Shareholders’ Agreement overrules previous shareholders’ agreements (see section 42 of the Series C Shareholders’ Agreement).

“Shares” shall mean the Company’s registered nominal share capital (Stammkapital) as set forth in Schedule 2.2A, together with any other shares of any kind in the Company that might exist, in each case, including all ancillary rights related thereto.

“Software” has the meaning set forth in Section 7.17(b).

“Source Code” shall mean computer software and code, in form other than Object Code form, including related programmer comments and annotations, help text, data and data structures, instructions and procedural, object-oriented and other code, which may be printed out or displayed in human readable form.

- 10 -

“Specified Representations” shall mean the Representations and Warranties set forth in Sections 7.1 (“Due Organization; Corporate Power; Subsidiaries; Etc.”); 7.3 (“Shares; Capitalization: Deal Consideration; Etc.”); 7.5 (“Authority; Binding Nature of Agreement; Consents”); 7.18 (“Employees; Benefit Plans”) and 7.26 (“Finder’s Fee”).

“Stock Appreciation Program” shall mean the Company’s 2009 Stock Appreciation Programme (Management Beteiligungsprogramm).

“Stock Appreciation Right” shall mean any rights to receive cash or stock of a value equal to the appreciation of the stock of the Company, including the rights granted pursuant to the Stock Appreciation Program.

“Stock Consideration” has the meaning set forth in Section 4.1(b).

“Straddle Tax Period” has the meaning set forth in Section 11.3(a).

“Straddle Taxes” has the meaning set forth in Section 11.3(a).

“Subsidiaries” an entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record: (a) an amount of voting securities or other interests in such entity that is sufficient to enable such Person to elect at least a majority of the members of such entity’s board of directors or other governing body; or (b) at least 50% of the outstanding equity, voting rights or financial interests of such entity.

“SVB Pay-off Payment” has the meaning set forth in Section 4.1(d).

“Tax Arbitrator” has the meaning set forth in Section 11.6.

“Tax Authority” shall mean any national, regional, state, municipal, or other governmental or regulatory authority or administrative body responsible for the administration of any Taxes.

“Tax Claims” has the meaning set forth in Section 11.4.

“Taxes” shall mean with respect to any and all jurisdictions: (a) any taxes of any kind whatsoever, including taxes within the meaning (without being limited to German Taxes) of Section 3 paras. 1 to 3 of the German General Tax Act (Abgabenordnung); (b) any federal, state

- 11 -

and municipal income taxes and surcharges, franchise taxes, sales, value added and use taxes, excise taxes, ad valorem taxes, withholding taxes, transaction taxes, property taxes, payroll taxes (including social security and unemployment taxes); and (c) any other charges, customs, duties and levies of any kind including social security contributions (Sozialversicherungsbeiträge), payments to pension funds and other public dues and public impositions of any kind imposed by any Governmental Body competent for the imposition of any such tax, including any interest charges, past due charges, late fees, administrative fines or penalties assessed in connection therewith, including without limitation, within the meaning of section 3 para. 4 German General Tax Act or any equivalent levy under the Legal Requirements of any other jurisdiction (d) any taxes imposed on the Acquired Companies as a result of the Company or any Subsidiary of the Company being included in an affiliated group that files consolidated or combined Tax returns and (e) any liability for the payment of any amounts of the type described in clause (a) through (d) of this definition as a result of being a transferee of or successor to any Person or as a result of any obligations to indemnify or otherwise assume or succeed to the tax liability of any other Person.

“Termination Agreement” has the meaning set forth in Section 5.2.

“Third Party Claim” has the meaning set forth in Section 10.7(a).

“Threshold” has the meaning set forth in Section 10.5(b).

“Trade Secret” shall mean confidential business, technical and know how information.

“Trademarks” has the meaning set forth in Section 7.17(b).

“Transaction Expenses” shall mean the amount of all fees, costs and expenses (including legal fees and accounting fees) that have been incurred or that are incurred by the Acquired Companies, in connection with the transactions contemplated by this Agreement, including all fees, costs and expenses incurred by the Acquired Companies by virtue of: (a) the investigation and review conducted by Purchaser and its representatives with respect to the Company’s business (and the furnishing of information to Purchaser and its representatives in connection with such investigation and review); (b) the negotiation, preparation and review of this Agreement (including the Schedules) and all agreements, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the transactions contemplated by this Agreement; (c) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this

- 12 -

Agreement, and the obtaining of any Consent required to be obtained in connection with any of such transactions, including the notary process; (d) the consummation of the transactions contemplated by this Agreement; and (e) any bonus, change of control payment or other payment to any employees or other representative of the Acquired Companies that becomes due or payable, in whole or in part, in connection with the consummation (whether alone or in connection with any other event or circumstance) of the transactions contemplated by the Agreement; provided, however, that “Transaction Expenses” shall not include the Option Settlement Payments.

“Working Capital Deficit” has the meaning set forth in Section 4.3(d).

“Working Capital Determination Date” has the meaning set forth in Section 4.3(c).

“Working Capital Estimate” shall mean Sellers’ Agent’s and the Company’s good faith estimate of the Acquired Companies Working Capital as of the Closing, as provided to Purchaser prior to the Closing and represented in Section 7.3(h) and reflected in Schedule 4.1 of Reference Deed 2.

“Working Capital Objection Period” has the meaning set forth in Section 4.3(b).

“Working Capital Objection Statement” has the meaning set forth in Section 4.3(b).

The Company is a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register of the local court of Hamburg (registration number HRB 95913). The Company’s nominal share capital amounts to EUR 124,691.00 and is fully paid in.

The Company has a total nominal share capital (Stammkapital) of EUR 124,691.00. Schedule 2.2A is a true and complete list of all the Shares, stating the respective nominal value of each Share and the respective shareholder holding each of the Shares as well as the serial number of the Shares held by each shareholder as stated in the up-to-date list of shareholders published in the commercial register which is dated 27 October 2011. Unless set forth otherwise in Schedule 2.2B, the nominal share capital (Stammkapital) of the Company as well as any premium (Agio within the meaning of section 272 sub. 2 no. 1 German Commercial Code, as the case may be) has been fully paid-in and has neither directly nor indirectly, in full or in part, been repaid, whether open or disguised.

- 13 -

The Company has issued Stock Appreciation Rights as listed in Schedule 2.3A, which sets forth, as of the date of this Agreement: (i) a true, correct and complete list of all holders of outstanding Stock Appreciation Rights, whether or not granted under the Stock Appreciation Program; (ii) the number of Stock Appreciation Rights held by each holder; (iii) the date of grant of each such Stock Appreciation Right; and (iv) the term of each such Stock Appreciation Right. At Closing, all Stock Appreciation Rights shall be extinguished, terminated and cancelled for no consideration in accordance with the terms of the Stock Appreciation Program. Prior to or contemporaneously with the Closing, the Sellers will enter into Option Holder Settlement Agreement and Waiver Letter (the “Option Settlement Agreement”) with each of the Persons listed on Schedule 2.3B, pursuant to which each such Person waives his, her or its rights with respect to the Stock Appreciation Rights and all other equity in the Company and releases the Company, Purchaser and Parent of all claims such Person may have with respect thereto, all in consideration for the amount set forth next to such Person’s name on Schedule 4.1 of Reference Deed 2 under the column “Cash Consideration.”

The Company has issued the Convertible Notes. Immediately and conditioned upon the Closing, the Convertible Notes shall be extinguished, terminated and cancelled for no consideration by execution of the Assignment Declaration and Waiver in the form attached hereto as Exhibit C (the “Convertible Note Waiver”).

- 14 -

For the avoidance of doubt, if any of the Shares which are sold and transferred herewith by a Seller had a nominal value other than set forth in Schedule 2.2A, such Shares shall also be sold and transferred to Purchaser.

The sale and transfer of the Shares shall be made free and clear of any Encumbrances or other third party rights and shall include all ancillary rights, in particular the right to receive dividends which have not yet been distributed. In particular, Purchaser shall be entitled to the profits of the current financial year and the profits of all previous financial years which have not been distributed on or before the Closing Date to Sellers.

The aggregate purchase price for the Shares to be sold and transferred under this Agreement (and the cancellation of all other securities of the Company) shall be as follows:

- 15 -

In addition, at or promptly following the Closing, Parent shall ensure Purchaser pays the following:

The payments to be made by Purchaser pursuant to clauses “(a)” through “(d)” shall be referred to herein collectively as the “Purchase Price.” The Purchase Price was determined based on and in reliance on the representations of the Company made in Section 7.3(h).

The Purchase Price shall be paid as follows:

- 16 -

Notwithstanding anything to the contrary herein, the Sellers’ Agent shall withhold amounts from the consideration to be paid to the Sellers and the Option Settlement Payment in order to pay for the costs associated with the transactions contemplated herein (the “Holdback”), all in accordance with the Option Settlement Agreement and that certain Settlement Agreement, dated as of the date hereof, entered into by the Sellers and the other signatories thereto (the “Sellers Settlement Agreement”). Each Seller hereby confirms its agreement to the Holdback pursuant to the Sellers Settlement Agreement. Each Seller confirms that it will have no rights to receive any money, equity in the Company or any other contractual or in rem right other than the right to receive the consideration specified next to such Seller’s name on Schedule 4.1 of Reference Deed 2 (subject to the Holdback).

The Sellers shall ensure that the Sellers’ Agent distributes the Cash Consideration in accordance with Schedule 4.1 of Reference Deed 2 and this Agreement and remits to the appropriate Governmental Bodies in a timely manner all amounts required to be withheld and remitted to any Governmental Body in connection with the payment of the Purchase Price in accordance with Schedule 4.1 of Reference Deed 2.

- 17 -

- 18 -

- 19 -

Following the Closing Purchaser shall adopt a retention plan for the purpose of retaining certain key employees of the Acquired Companies following the Closing (the identity of such key employees to be determined by Purchaser at its sole discretion).

Purchaser, the Escrow Agent and any of their agents, designees or Affiliates, as the case may be, shall be entitled to deduct and withhold from the Purchase Price or any other payment otherwise payable pursuant to this Agreement or the Escrow Agreement, the amounts required to be deducted and withheld under the Code, or applicable Legal Requirements. If the cash portion of any payment to be received by any payee is insufficient to satisfy the applicable Tax withholding imposed on payments from the Purchaser, the Escrow Agent or any of the agents, designees, or Affiliates, as the case may be, the payor shall retain non-cash consideration otherwise payable to such payee in an amount equal (as reasonably determined by Purchaser) to any such deficit. It is the current understanding of the Parties that Sellers will pay certain amounts of the Purchase Price to certain employees which may be subject to withholding tax and social contribution surcharges or similar Taxes, as the case may be. If and to the extent any employee or other person is subject to withholding tax, social contribution surcharges or any similar Taxes with respect to any amounts payable pursuant to this Agreement, the Sellers shall (to the extent applicable) withhold any Taxes and/or social security surcharges in accordance with applicable Legal Requirements. Any amounts withheld pursuant to this Section 4.5 shall be paid over to the appropriate Governmental Body. To the extent that amounts are deducted and withheld from any

- 20 -

payments payable pursuant to this Agreement (regardless of which payor withholds and deducts any required amounts), such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

All payments made by any of the Sellers to Purchaser or by Purchaser to Sellers under Section 11.2 shall constitute a reduction or an increase of the Purchase Price, as the case may be. If and to the extent such payments are made by a Seller to any of the Acquired Companies, such payments shall be construed and deemed as contributions (Einlagen) of Purchaser into the respective Acquired Company through the respective Seller by way of a short method of payment (im Wege des verkürzten Zahlungsweges) and shall be treated as a reduction of the Purchase Price as between the Parties.

The Parties mutually understand that the transfer of the Shares will not be subject to German VAT. None of the Sellers shall opt the transfer of the Shares as being subject to VAT. Subject to section 12.11 below, all transfer, documentary, sales, use, stamp, notary fees, direct or indirect capital gains, VAT, registration and such other Taxes and fees (including any penalties and interest) (a) imposed on the Company or Purchaser due to the execution of this Agreement or the Escrow Agreement shall be borne and paid by each Seller (severally and not jointly) on a pro rata basis based on such Seller’s Participation Percentage; and (b) imposed on any Seller or other Person entitled to receive payments pursuant to the terms of this Agreement shall be borne and paid by such Seller or Person.

Each Seller unanimously adopted and approved the shareholders’ resolution of the Company approving the sale and transfer of the Seller Shares to Purchaser in accordance with the Company’s articles of association (including in such Seller’s capacity as a preferred shareholder) and such resolution is attached hereto as Exhibit F1. Apart from that, each Seller and each Acquired Company hereby gives all approvals, consents, ratifications, permissions, waivers or authorizations (including any waivers of applicable notice periods and waiver of any pre-emption or similar rights) that are required for the consummation of the transactions contemplated

- 21 -

hereunder, whether such approvals, consents, ratifications, permissions, waivers or authorizations are required under the terms of the respective articles of association, memorandum of association, by-laws or other charter documents of any of the Acquired Companies, any Legal Requirements applicable to Sellers or the Acquired Companies or any of their respective properties or assets, or any of the Contracts to which such Seller or any of the Acquired Companies is a party (including but not limited to the Shareholder Agreements). For the avoidance of doubt, the Parties are in agreement that the approvals, consents, ratifications, permissions, waivers or authorizations of the Sellers does not include the waiver of any of their rights set forth in this Agreement.

Any shareholder of the Company and the Company, to the extent being entitled to pre-emption rights, liquidation preference or similar rights under the articles of association of the Company or any shareholders’ agreement relating to the Company waives such rights with respect to the transactions contemplated herein and such waiver is herewith accepted by all other shareholders in the Company, it being understood that any such waiver shall not affect the calculation and allocation of the Purchase Price.

Each Seller, if and to the extent such Seller is a party to the Shareholder Agreements, and the Company, hereby agree to the termination of the Shareholder Agreements, such termination to be effective immediately prior to the Closing. In addition, the Sellers will execute the Termination Agreement attached hereto as Exhibit F2.

The closing of the sale of the Shares to Purchaser (the “Closing”) shall take place at the offices of Bird & Bird, Taunusanlage 1, 60329 Frankfurt am Main Germany, concurrently with the execution and delivery of this Agreement. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.”

- 22 -

- 23 -

All deliveries to be made by Sellers shall be transferred to Purchaser’s counsel pending payment of the Purchase Price in accordance with Section 4.2. Upon payment of the Purchase Price in accordance with Section 4.2, such deliveries shall be automatically released.

For the avoidance of doubt, Purchaser’s obligation to pay the Purchase Price in accordance with Sections 4.1 and 4.2 shall be deemed fulfilled (1) with regard to Section 4.1 (a), (c) and (d) and 4.2(a), (c), (d) and (e) upon submission by Purchaser’s counsel at Closing or such relevant due date as specified in the provisions referred to above of a facsimile confirmation of the bank holding Purchaser’s counsel’s trust account confirming that the irrevocable wire transfer (unwiderrufliche Zahlungsanweisung) regarding the amounts payable has been received and effected (ausgeführt) irrespective of any credit-entry (Gutschrift) of the amounts payable as well as any allocation set forth in Schedule 4.1 of Reference Deed 2; and (2) with regard to Sections 4.1(b) and 4.2(b) upon delivery at Closing of a facsimile confirmation of the credit of book-entry shares to Sellers based on the allocation listed on Schedule 4.1 of Reference Deed2.

The Company hereby represents and warrants to Purchaser in the form of an independent guarantee (selbständiges, verschuldensunabhängiges Garantieversprechen pursuant to Section 311 subsection 1 of the German Civil Code (BGB)), that the following statements are true

- 24 -

and correct as of the date of this Agreement and as of the Closing Date unless explicitly provided otherwise hereinafter (herein collectively, “Company Guarantees”). The Parties agree that the Company Guarantees shall not be deemed guarantees for the condition of object (Beschaffenheitsgarantien pursuant to Sections 443 and 444 of the German Civil Code (BGB)) but shall constitute a contractual liability regime of its own kind (vertragliches Haftungsregime sui generis):

- 25 -

- 26 -

other records of each of the Acquired Companies, as the case may be, are accurate, up-to-date and complete, and have been maintained in accordance with prudent business practices and all applicable Legal Requirements. Qype Ltd. has not adopted any resolution relating to the number of directors or requiring its board of directors to have certain numbers of directors.

- 27 -

receive any shares of share capital or other securities of the Company. Upon the occurrence of the Closing, the Stock Appreciation Rights shall terminate, be extinguished and have no further force or effect with no consideration and the former holders thereof shall have no rights with respect thereto.

- 28 -

otherwise) to current or former employees, directors or managing directors of any of the Acquired Companies or any other Person and none of the Acquired Companies has ever granted any such awards to a current or former employee, director or managing director of any of the Acquired Companies or any other Person.

- 29 -

None of the Acquired Companies is (under the applicable insolvency law) over-indebted (überschuldet), nor insolvent (zahlungsunfähig), nor are there threatened grounds for insolvency. There has neither been an application for the initiation of insolvency proceedings against the assets of any Acquired Company, nor has any third party threatened to file for insolvency. No circumstances exist that would require the application for any bankruptcy, insolvency or judicial composition proceedings nor, do any circumstances exist that are expected to require after lapse of time or upon a specific, preponderantly likely event, the application for any such proceedings.

The Company has duly executed this Agreement and the other agreements entered into pursuant to this Agreement to which it is or will become a party and have full power and authority to execute and perform its obligations hereunder and thereunder without the necessity of any act or Consent of any other Person whomsoever. This Agreement, when executed by all Parties, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Neither the execution, delivery or performance by the Company of this Agreement or any agreement entered into pursuant to this Agreement to which it is or will become a party, nor the consummation by the Company of any of the transactions contemplated hereunder or thereunder, will directly or indirectly (with or without notice or lapse of time):

- 30 -

None of the Acquired Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person, except for the execution of this Agreement by the Sellers, in connection with: (x) the execution, delivery or performance by the Company of this Agreement or any agreement entered into pursuant to this Agreement to which it is or will become a party; or (y) the consummation by the Company of any of the transactions contemplated by this Agreement or the other agreements entered into pursuant to this Agreement to which it is or will become a party.

There are no silent partnership agreements (stille Beteiligungen), loan agreements (partiarische Darlehen), convertible bonds (Wandelanleihen), debentures or other rights which grant or will grant to any Person a right to participation in profit, sale or liquidation proceeds of any of the Acquired Companies.

No Seller, no Person deemed to be related to any Seller within the meaning of section 15 German Tax Code (AO), no Seller Affiliate and no relative of any Seller Affiliate (any Person deemed to be related to any Seller within the meaning of section 15 German Tax Code (AO), together with any relatives of any Seller and any Seller Affiliate, the “Related Parties”) have granted any loans to any of the Acquired Companies, except for the loans disclosed in Schedule 7.7.

- 31 -

The management accounts of the Acquired Companies as of 31 August, 2012 (the “Interim Balance Sheet Date”) delivered to Purchaser prior to the date hereof were prepared in accordance with the applicable statutory requirements for financial statements for the Company in accordance with German Generally Accepted Accounting Principles (“German GAAP”) and pursuant to the German Commercial Code (HGB), the principle of consistency in accounting and valuation (Bilanzierungs- and Bewertungsstetigkeit) and the principle of cautiousness (Vorsichtsprinzip). The management accounts as of the Interim Balance Sheet Date are hereafter referred to as the “Interim Management Accounts.” The Interim Management Accounts have been reviewed by a certified public accountant as regards their compliance with German GAAP.

The Audited Financial Statements, when delivered by the Sellers to Purchaser, will be prepared in accordance with the applicable statutory requirements for financial statements for the Company in accordance with IFRS and pursuant to the German Commercial Code (HGB), the principle of consistency in accounting and valuation (Bilanzierungs- and Bewertungsstetigkeit) and the principle of cautiousness (Vorsichtsprinzip). The Audited Financial Statements when delivered to Purchaser shall have been reviewed by a certified public accountant as regards their compliance with IFRS and will be provided, when delivered to Purchaser, with an unreserved audit certificate (unbeschränkter Bestätigungsvermerk). The Financial Statements reflect a true, complete and fair view of the assets, the financial standing and the earning situation of the Acquired Companies (vermitteln unter Beachtung der Grundsätze ordnungsgemäßer Buchführung ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens-, Finanz- und Ertragslage) as of the time periods specified therein. Moreover, (the following representations with respect to the Audited Financial Statements shall be true and correct as of the date of delivery of such Audited Financial Statements):

- 32 -

No payments from or other transactions by any Acquired Company have been made or are being made by entering into this Agreement to or with any Seller or any Related Party which could be regarded as hidden distribution of profit (verdeckte Gewinnausschüttung) or adjustments pursuant to Section 1 Foreign Tax Act (Außensteuergesetz). No Seller and no Related Party has received any payments or other considerations from any Acquired Company (such as assumptions of costs by an Acquired Company) which have not been at arm’s length.

Schedule 7.10 contains a complete and true list of all subsidies (Subventionen/ Zuschüsse) applied for and/or received by any of the Acquired Companies. All subsidies (Subventionen/ Zuschüsse) set forth in Schedule 7.10 were applied for and received in accordance with the respective Legal Requirements. All subsidies granted to the Acquired Companies were used in accordance with the applicable Legal Requirements or any other public orders or conditions imposed thereon or related therewith in conjunction with their granting, in particular, all conditions imposed by the respective Governmental Bodies have been fulfilled and observed. None of the Acquired Companies is under any further obligation to perform any services with regard to such subsidies and no such subsidies have to be repaid by the Acquired Companies as a result of the execution of this Agreement, the consummation of the transactions contemplated hereunder or any other reason. The right to use, market, develop, advance or otherwise amend any product and Intellectual Property Right developed or created in connection with the subsidies set forth in Schedule 7.10 is not adversely affected by the transactions contemplated by this Agreement.

- 33 -

Except as set forth in Schedule 7.11: (a) with the exception of chattel mortgages (Sicherungsübereignungen) and retention of title (Eigentumsvorbehalte) by suppliers within regular course of business, the Acquired Companies are the unencumbered and unrestricted owners of all the assets purported to be owned by any of them, whether tangible or intangible (Rechte), including: (i) all assets shown on the balance sheets of the Interim Management Accounts; (ii) all assets referred to in Schedule 7.11(b) and all rights of Acquired Companies under the contracts identified in Schedule 7.19; and (iii) all other assets reflected in the books and records of the Acquired Companies as being owned by the Acquired Companies. The Acquired Companies may freely dispose of the assets purported to be owned by any of them and there exist, except as set forth in Schedule 7.11(a) with respect to such assets, no Encumbrances or third Person’s rights. The assets purported to be owned by any of the Acquired Companies are adequate for the uses to which they are being put and are in good condition and repair, normal wear and tear, and are, taken as a whole, sufficient for the Business as presently conducted.

The receivables (including accounts receivable, loans receivable and advances) of the Acquired Companies have arisen only from transactions at arm’s length in the ordinary course of business. On and since the Interim Balance Sheet Date, no facts or circumstances have arisen which would result in any increase in the uncollectability of such receivables in excess of the reserves therefore set forth in the balance sheet as of the Interim Balance Sheet Date. Schedule 7.12 sets forth an accounts receivable aging report as of October 15, 2012, a list as of such date of all receivables which are more than 30 days past due and of all receivables classified as doubtful accounts.

Schedule 7.13 provides accurate and complete information (including account numbers, type of account and names of all individuals authorized to draw on or make withdrawals from each account) with respect to each account maintained by or for the benefit of any of the Acquired Companies at any bank or other financial institution.

- 34 -

Schedule 7.15(a) sets forth a list of each Privacy Policy in effect at any time since the inception of each Acquired Company and identifies, with respect to each Privacy Policy: (i) the period of time during which such Privacy Policy was or has been in effect; (ii) the Website on which the Privacy Policy was or is posted; (iii) whether the terms of a later Privacy Policy apply to the data or information collected under such Privacy Policy; and (iv) if applicable, the mechanism (such as opt-in, opt-out or notice only) used to apply a later Privacy Policy to data or information previously collected under such Privacy Policy. Except as set forth on Schedule 7.15(b), to the Company’s Knowledge, the Company has (i) complied with all Privacy Policies and all applicable Legal Requirements relating to data privacy, data protection and data security, including with respect to the collection, storage, transmission, transfer (including cross-border transfers), disclosure and use of personally identifiable information (including personally identifiable information of employees, contractors, and third parties who have provided information to the Company) and (ii) taken commercially reasonable measures to ensure that personally identifiable information is protected against loss, damage, and unauthorized access, use, modification, or other misuse. There has been no loss, damage, or unauthorized access, use, modification, or other misuse of any such information by the Company or any of its employees or contractors. Except as set forth on Schedule 7.15(c), no Person (including any Governmental Entity) has made any written claim against any Acquired Company or commenced any action or Legal Proceeding against any Acquired Company with respect to loss, damage, or unauthorized collection, access, use, modification, disclosure, or other misuse of any such personally identifiable information by any Acquired Company or any of their employees or contractors and, there is no reasonable basis for any such claim or action. The execution, delivery and

- 35 -

performance of this Agreement and the consummation of the transactions contemplated hereby will not create a default under (and the disclosure to and use (in substantially the same manner as the Company’s use as of the date of the Agreement) by the Acquired Companies and Purchaser and its Affiliates of such information after the Closing will comply) with the Acquired Companies’ applicable Privacy Policies and with all applicable Legal Requirements relating to privacy and data security (including any such laws in the jurisdictions where the applicable information is collected). The Acquired Companies have used all reasonable efforts to comply with all disclosures to, and obtained any necessary consents from, users, customers, employees, contractors and other applicable Persons required by applicable Legal Requirements related to privacy and data security.

- 36 -

- 37 -

- 38 -

- 39 -

- 40 -

- 41 -

- 42 -

- 43 -

- 44 -

- 45 -

- 46 -

(Contracts in the respective categories described in clauses “i.” through “xvi.” above are referred to in this Agreement as “Material Contracts.”)

- 47 -

Except as set forth in Schedule 7.20, none of the Acquired Companies has granted any guarantees (Bürgschaften und Garantien), comfort letters (Patronatserklärungen) or other securities (Sicherheiten) of any kind in favor of any third Person (including Sellers), nor has any of the Acquired Companies entered into any obligations towards third Persons (including Sellers) which have granted guarantees, comfort letters or other securities for the Acquired Companies.

Schedule 7.21 contains a true, complete and correct list of all insurance policies maintained on behalf of the Acquired Companies for the benefit of or in connection with the assets of the Acquired Companies and the Business and no notice of cancellation, termination or reduction of coverage, and no notice of intention to cancel, terminate or reduce coverage, has been received. Such policies are in full force and effect. All due insurance premiums have been paid on time and all notices to insurance companies have been duly and timely made. To the Company’s Knowledge, there are no damage events that have not yet been processed to completion with the respective insurance companies.

- 48 -

- 49 -

Since the Interim Balance Sheet Date, each of the Acquired Companies has conducted its Business in the regular course of business consistent with past practices and:

- 50 -

- 51 -

Any information provided to Purchaser and its Affiliates and representatives by the Acquired Companies is true, complete, correct and not misleading. No exceptional risks or other events or effects outside the ordinary course of business of the Acquired Companies which are of material importance to evaluate the finance and earnings situation of the Acquired Companies and their prospective future development have remained undisclosed. The information with respect to the Shares, Sellers, the Acquired Companies and business made available to Purchaser and its Affiliates and representatives by the Acquired Companies was complete and accurate and constitutes all information relevant and necessary for the evaluation of the Business and the decision of Purchaser to consummate the transactions contemplated by this Agreement and the other agreements entered into pursuant to this Agreement.

Except as disclosed on Schedule 7.26, there is no Person entitled to any broker’s, banker’s, finder’s or similar fee, commission or similar compensation from any of the Acquired Companies or to the Company’s Knowledge from the Purchaser upon execution or completion of this Agreement.

Each Seller hereby represents and warrants to Purchaser in the form of an independent guarantee (selbständiges, verschuldensunabhängiges Garantieversprechen pursuant to Section 311 subsection 1 of the German Civil Code (BGB)), that the following statements are true and correct at the time of the execution of this Agreement and at the Closing Date unless explicitly provided otherwise hereinafter (herein collectively “Sellers’ Guarantees”), provided that the representation and warranties pursuant to this Section 8 are given by each Seller only with respect to itself and/or in relation to the Seller Shares sold by such Seller under this Agreement. The Parties agree that the Sellers’ Guarantees shall not be deemed guarantees for the condition of object (Beschaffenheitsgarantien) pursuant to Sections 443 and 444 of the German Civil Code (BGB):

- 52 -

- 53 -

Such Seller is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the execution, delivery or performance by such Seller of this Agreement or any agreement entered into pursuant to this Agreement to which such Seller is or will become a party; or (y) the consummation by such Seller of any of the transactions contemplated by this Agreement or the agreements entered into pursuant to this Agreement to which it is or will become a party.

- 54 -

Each Seller has the capacity to comply with and perform all of such Seller’s covenants and obligations under this Agreement and under each agreement entered into pursuant to this Agreement to which such Seller is or will be a party. No Seller has, at any time: (a) made a general assignment for the benefit of creditors; (b) filed, or had filed against such Seller, any bankruptcy petition or similar filing; (c) suffered the attachment or other judicial seizure of all or a substantial portion of such Seller’s assets; (d) admitted in writing such Seller’s inability to pay such Seller’s debts as they become due; (e) been convicted of, or pleaded guilty to, any felony; or (f) taken or been the subject of any action that may have an adverse effect on such Seller’s ability to comply with or perform any of such Seller’s covenants or other obligations under this Agreement and under each agreement entered into pursuant to this Agreement to which such Seller is or will be a party. There is no Legal Proceeding pending (rechtshängige) with respect to a Seller, and no Person has threatened to commence any Legal Proceeding against a Seller in writing, and there is no order, writ, injunction, judgment or decree to which any Seller is a party or is subject, that may have a material adverse effect on the ability of any Seller to comply with or perform any of such Seller’s covenants or other obligations under this Agreement and under each agreement entered into pursuant to this Agreement to which such Seller is or will be a party.

Each Seller is acquiring the Stock Consideration solely for its own account and not with a view to, or intention of or in connection with any resale or distribution of such securities or any part thereof, or interest therein, in any transaction that would be in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws of the United States of America or any state thereof.

Each Seller is an “accredited investor” (as that term is defined in Rule 501 of Regulation D under the Securities Act). Each Seller has such knowledge and experience in business and financial matters so that such Seller is capable of evaluating the merits and risks of an investment in the Common Stock, as applicable, being acquired hereunder. Such Seller understands the full nature and risk of an investment in such Common Stock. Such Seller acknowledges that such Seller is generally familiar with the business being conducted by Parent and has had an opportunity to ask questions concerning Parent and their business activities.

- 55 -

Each Seller acknowledges that the shares of Common Stock issued pursuant to this Agreement have not been and will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country, and that such securities may not be sold, transferred or otherwise disposed of without registration under the Securities Act or unless an exemption from registration is available. In the absence of an effective registration statement covering such shares, the Sellers acknowledge that they may sell, transfer or otherwise dispose of such securities only in a transaction for which an exemption from registration under the Securities Act is available. Each Seller further understands that there is no assurance that any exemption from registration under the Securities Act will be available or, if available, that such exemption will allow such Seller to dispose of or otherwise transfer any or all of the shares of Common Stock under the circumstances, in the amounts or at the times such Seller might propose. The Sellers understand and acknowledge that any book entries evidencing the shares of Common Stock to be issued or delivered pursuant to this Agreement shall bear Parent’s standard form of Securities Act restrictive legend, as well as legends describing any applicable contractual restrictions. The Sellers understand that each Seller may have to bear the economic risk of an investment in the shares of Common Stock to be received by each such Person pursuant to the transactions contemplated hereby for an indefinite period of time.

Each Seller has not relied on and is not relying on any statement, representation or warranty concerning Parent or Purchaser or its business or prospects other than those expressly made in this Agreement.

Purchaser hereby represents and warrants to each Seller in the form of an independent guarantee (selbständiges, verschuldensunabhängiges Garantieversprechen pursuant to Section 311 of the German Civil code (BGB)), that the following statements are true and correct at the time of the execution of this Agreement and at the Closing Date unless explicitly provided otherwise hereinafter:

Purchaser is a limited liability corporation organized under the laws of Ireland having its principal executive offices located at with offices at Fitzwilliam Place Dublin 2, Suite LG1, Dublin, Ireland. Purchaser is duly organized and validly existing.

- 56 -

The Purchaser has the capacity to comply with and perform all of such Purchaser’s covenants and obligations under this Agreement and under each agreement entered into pursuant to this Agreement to which Purchaser is or will be a party. Purchaser has the right, power, and authority to execute this Agreement. The execution by Purchaser of this Agreement and the other agreements entered into pursuant to this Agreement to which it is or will become a party and the performance of its obligations hereunder and thereunder are within the corporate powers of Purchaser and have been duly authorized by all necessary corporate action on the part of Purchaser.

Neither the execution, delivery and performance by Purchaser of this Agreement or any agreement entered into pursuant to this Agreement to which it is or will become a party, nor the consummation by Purchaser of any of the transactions contemplated hereunder or thereunder, will directly or indirectly (with or without notice or lapse of time):

Purchaser is not and will not be required to make any filing with or give any notice to, or to obtain any Consent, including any Government Authorization, from, any Person in connection with: (x) the execution, delivery or performance by Purchaser of this Agreement or any agreement entered into pursuant to this Agreement to which it is or will become a party; or (y) the consummation by Purchaser of any of the transactions contemplated by this Agreement or the other agreements entered into pursuant to this Agreement to which it is or will become a party.

- 57 -

This Agreement and the other agreements entered into pursuant to this Agreement to which it is or will become a party, when executed by all Parties, constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

The shares of Common Stock issued to the Sellers as Stock Consideration are validly issued, fully paid and nonassessable.

As of the Closing Date, Purchaser will have sufficient immediately available funds or binding and unconditional and irrevocable financing commitments to pay the Purchase Price.

Purchaser does not have any obligation or liability to pay any finder’s fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereunder for which Sellers could become wholly or partly liable.

10. Consequences of a Breach

- 58 -

- 59 -

Subject to Section 10.5(c) and to any mandatory Legal Requirements, in particular Section 123 and Section 276 para. 3 of the German Civil Code (BGB), and unless expressly provided in Section 10, the Representations and Warranties contained in this Agreement and the legal consequences of breaches thereof set out in this Section 10 and in Section 11 shall be exhaustive and shall apply instead and to the exclusion of any and all remedies available to Purchaser under the law in the event of a breach of Representations and Warranties. For avoidance of doubt, the foregoing provisions of this Section 10.2 shall not, however, reduce, limit, supersede or otherwise affect any of the rights of Purchaser in the case of fraud, intentional or grossly negligent breach of Representations and Warranties of the Company or any Seller or breach of covenant or other obligation of any Seller set forth in this Agreement.

Purchaser’s rights under Section 12.10 to injunctive relief (einstweiliger Rechtsschutz) and specific performance (Erfüllungsanspruch), and rights under Sections 11 and 12 of this Agreement shall remain unaffected. For the avoidance of doubt, the foregoing claim for indemnification shall not include the right of the Purchaser to withdraw (zurücktreten) from this Agreement by demanding to be put in a position it would have been in had the statement been accurate (Schadensersatz statt der Leistung).

If Purchaser, Parent or any other Indemnitee has or claims in good faith to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under Section 10 of this Agreement, Purchaser or Parent may deliver a notice of claim (a “Notice of Claim”) to: (x) if such claim is based on the breaches of the Representations and Warranties of the Company in Section 7 or Section 11, Sellers’ Agent and the Escrow Agent, or (y) if such claim is based on a breach of a Representation or Warranty made by a Seller in Section 8, the applicable Seller. For the avoidance of doubt, any breach of such obligation shall not preclude Purchaser from claims hereunder. Section 377 of the German Commercial Code (HGB) shall not apply.

The Indemnitees’ claims under Section 10 or the other sections of this Agreement shall exist independently of any fault on the part of Sellers; Section 280 para. 1 second sentence of the German Civil Code (BGB) shall not apply. The rights and remedies of the Indemnitees under Section 10 and the other sections of this Agreement shall not be affected by any information

- 60 -

furnished to or any investigation made by them, nor by any update or purported update to the Schedules to this Agreement, nor their having knowledge of any defects, nor by them not having knowledge thereof due to any negligence on their part. Section 442 of the German Civil Code (BGB) shall not apply. In the event that Sellers or the Company disclose to Purchaser prior to the Closing any actual or potential breach, such disclosure by Sellers shall not affect the remedies that Purchaser or any of the other Indemnitees is entitled to under this Agreement, under any Legal Requirement or otherwise. Notwithstanding the foregoing, each of the representations and warranties of the Company set forth in each of the subsections of Section 7 shall be qualified and limited by the information included in the corresponding subsection of the Schedules attached hereto and any other subsection of Schedule 7 to the extent it is clearly apparent from the reading of such other subsection of Schedule 7 (without any other information available to the reader) that it is applicable to such representation or warranty. For the avoidance of doubt, it is hereby clarified that a representation or warranty being “qualified and limited” by certain information means that the representation or warranty shall not be deemed to have been breached due to the occurrence of such information and the Sellers shall have no obligation to indemnify the Indemnitees as a result of the occurrence of such information solely pursuant to Section 10.1(a)(i), but the Sellers’ obligations to indemnify the Indemnitees pursuant to all other sections shall remain intact. In particular and without limiting the generality of the foregoing sentence, the Sellers’ obligation to indemnify the Indemnitees pursuant to Section 10.1(a)(iii) or Schedule 10.1(a) of Reference Deed 2 shall remain intact and the Sellers will be obligated to indemnify the Indemnitees pursuant to Section 10.1(a)(iii) and for all matters listed in Schedule 10.1(a) of Reference Deed 2 even if such matters were clearly disclosed on the Schedules.

- 61 -

exceeds the Threshold, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages (and not merely the portion of such Damages exceeding the Threshold) in accordance with Section 10.1.

- 62 -

from and against all Damages suffered by the Indemnitees which they would not have suffered if such breaches had not occurred; or (iv) the matters specified in Section 10.1(a)(iii), in which case the Escrow Account shall be used to, and if no funds (free of pending claims) are available in the Escrow Account, then the Sellers will indemnify, hold harmless and compensate the Indemnitees from and against all Damages suffered by the Indemnitees which they would not have suffered if the matters specified in Section 10.1(a)(iii) had not occurred.

- 63 -

agreed that if an Indemnitee is entitled to obtain Damages from any Seller (but not from all Sellers) pursuant to this Agreement, such Indemnitee will be entitled to recover such Damages from such Seller’s portion of the Escrow Account (if any) and such Seller’s interest in the Escrow Account shall be decreased appropriately.

- 64 -

in this Section 10.8 shall not apply to breaches of covenant or obligation of any Seller, breaches of Representations and Warranties contained in Section 8 or breaches of Representations and Warranties contained in Section 11.1.

10.9 No Double Compensation

For the avoidance of doubt nothing in this Agreement shall obligate Sellers to compensate the Company, Purchaser or other Indemnitees for any Damage more than once.

The Company hereby represents and warrants to Purchaser in the form of an independent guarantee (selbständiges, verschuldensunabhängiges Garantieversprechen pursuant to Section 311 subsection 1 of the German Civil Code (BGB)), that the following statements are true and correct at the time of the Closing Date unless explicitly provided otherwise hereinafter. The Parties agree that the following statements shall not be deemed guarantees for the condition of object (Beschaffenheitsgarantien) pursuant to Sections 443 and 444 of the German Civil Code (BGB):

- 65 -

- 66 -

Acquired Companies have been a member of any affiliated group for Tax purposes (other than a group the common parent of which is the Company), or has any liability for Taxes of any Person (other than the Company and each Subsidiary of the Company) as a transferee or successor, by contract or otherwise. None of the Acquired Companies is a party to, is bound by or has any obligation under any Tax sharing agreement, Tax indemnification, or Tax allocation agreement or similar agreement, contract or arrangement, and none of the Acquired Companies has any potential liability or obligation with respect to Taxes of any Person (other than the Company or any Company Subsidiary) as a result of, or pursuant to, any such agreement, contract, arrangement or otherwise.

- 67 -

- 68 -

- 69 -

- 70 -

Subject to the provisions of this Section 11 the Escrow Account shall be used to, or at the election of Purchaser, the Sellers shall, indemnify and hold harmless (freistellen) Purchaser, and/or at Purchaser’s election the Acquired Companies from and against any and all Damages resulting from or related to: (a) any breach of a Representation and Warranty of the Company contained in Section 11.1, in particular but not limited to any withholding taxes which arise from any breaches thereof; (b) any breach of the covenants contained in Section 11; (c) any liability for Taxes or any claim by any third party alleging or involving liability for Taxes of the Acquired Companies or with respect to the assets of the Acquired Companies for or caused in any taxable year or period that ends on or before the Closing Date and with respect to or caused in any Straddle Tax Period, any Pre-Closing Date Straddle Tax Period (except to the extent such liability was taken into account in the Working Capital Estimate); (d) any Taxes imposed upon any Acquired Company with respect to the Option Settlement Agreements or the Stock Appreciation Rights, including any Tax imposed with respect to release and settlement of any Stock Appreciation Rights or with respect to the payment, discharge or other extinguishment of the Convertible Notes (except to the extent such liability was taken into account in the Working Capital Estimate); (e) any Taxes described in Sections 4.5 (including any withholding Taxes due on amounts payable pursuant to this Agreement, regardless of which Person is the payor), Section 4.6, or Taxes for which Sellers are responsible pursuant to Section 4.7 of this Agreement, (f) any Taxes imposed on the SVB Pay-off Payment and (g) any Taxes on and/or any payment of (or a failure to pay) any amounts payable pursuant to this Agreement (regardless of which Person is the payor) that are treated under applicable Legal Requirements as compensatory, in each of the foregoing cases by paying an amount equal to the Damages to Purchaser or, at Purchaser’s election, to the respective Acquired Companies. The payment obligation pursuant to this Section 11.2 for Taxes shall become due five days prior to the date on which Purchaser or the Acquired Companies have to

- 71 -

pay the respective Taxes and the amount of all other payments due pursuant to this Section 11.2 shall become due five days after written demand from Purchaser is delivered to Sellers’ Agent. Purchaser may, at its election, claim any amounts due pursuant to this Section 11 from the Escrow Account and the Sellers’ Agent shall execute joint written notice to the Escrow Agent instructing the Escrow Agent to release such Damages to Purchaser. For the avoidance of doubt, for the purpose of this Section 11, any Tax shall also be attributable to a period ending before the Closing Date, if such Tax relates to incorrect Tax balance sheets for periods starting prior to the Closing Date which have been corrected (Bilanzberichtung) with effect to Tax periods ending after the Closing Date due to expiration of the statute of limitation. The Escrow Account shall not be available for indemnification payment for any Damages suffered or incurred by any of the Indemnitees, or to which the Indemnitees have otherwise become subject, to the extent such Damages are accounted for in a specific reserve set forth in the financials used to calculate the Acquired Companies Working Capital.

- 72 -

review and comment at least ten Business Days prior to their filing; and (ii) make any timely comments requested by Sellers’ Agent in good faith, provided such comments are (A) consistent with past practice and applicable Legal Requirement; and (B) could not reasonably be expected to materially adversely impact any of the Acquired Companies or Purchaser (or any Affiliate) in each case, as reasonably determined in reasonable discretion of the Purchaser.

11.4 Tax Assessments and Tax Audits

Purchaser shall procure that Sellers’ Agent is informed within 20 Business Days after the initiation by a Tax Authority of any tax assessments (Steuerbescheide) or tax audits (Betriebsprüfungen) which may give rise to a claim of Purchaser under Section 11.2 (“Tax Claims”); provided, however, that a failure by Purchaser to provide notice of a Tax Claim within such 20 Business Days period shall not entitle the Sellers to reduce the amount of the liability required to be paid pursuant to Section 11.2 unless such failure results in a material detriment to the Sellers, in which case the amount the Sellers are required to pay with respect to such liability shall only be reduced by the amount of such detriment. Purchaser shall procure that Sellers’ Agent is provided with all relevant documents and other information reasonably requested by Sellers’ Agent to evaluate the Tax Claims and the potential liability of Sellers in connection therewith. Purchaser and Sellers’ Agent may each participate in a Tax Claim, at their own expense, and the Tax Claim shall be controlled by Purchaser; provided, however, that Purchaser (a) shall not settle such Tax Claim without the consent of Sellers’ Agent, which consent shall not be unreasonably withheld; and (b) shall keep Sellers’ Agent timely informed with respect to the commencement, status and nature of any such Tax Claim.

Purchaser and Sellers’ Agent shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax returns and any audit, examination, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding. Each of Purchaser and Sellers’ Agent agrees, upon request of the other Party, to use its reasonable best efforts to obtain any certificate or other document from any Tax Authority as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereunder).

- 73 -

11.6 Dispute Resolution

Any dispute, controversy, or claim between Purchaser, on the one hand, and Sellers’ Agent, on the other hand, arising out of or relating to the provisions of this Agreement that relates to Taxes or any Tax returns that cannot be resolved by negotiations between Purchaser and Sellers’ Agent shall be submitted to a senior tax partner in a mutually agreeable internationally recognized accounting firm for resolution (“Tax Arbitrator”). The resolution reached by the Tax Arbitrator shall be binding on the Acquired Companies, Sellers’ Agent, the Sellers, Purchaser and their respective Affiliates, and may be entered and enforced in any court having jurisdiction. The expenses of the Tax Arbitrator shall be borne by Purchaser and the Sellers in such proportions as the Tax Arbitrator considers to be fair and reasonable in all circumstances to resolve the dispute.

Any claims of Purchaser under Section 11.2 shall be time-barred after the later of (a) the end of the applicable statute of limitations in accordance with the German General Tax Code (Abgabenordung); or (b) three months after the ultimate final and binding assessment (letzte und endgültige bestandskräftige Festsetzung) of the relevant Tax became final and non appealable. Notwithstanding anything to the contrary herein, the limitations on Purchaser’s rights to indemnification set forth in Section 10 shall not apply to this Section 11. If there is any conflict between the provisions of Section 11 and another provision of this Agreement, Section 11 shall apply. For the avoidance of doubt nothing in this Agreement shall obligate Sellers to compensate the Company, Purchaser or other Indemnitees for any Damage more than once.

For U.S. tax purposes, the transactions contemplated by this Agreement are intended to qualify as a “qualified stock purchase” within the meaning of Section 338(d) of the Code (and any similar provisions of state, local or other applicable law) and none of the Sellers (or their Affiliates) will take a contrary position on any Tax return. The Purchaser and its Affiliates may, at the Purchaser’s sole discretion, make an election pursuant to Section 338 of the Code (and any similar provisions of state, local or other applicable law) with respect to the acquisition of the Acquired Companies. If required, Sellers and Sellers’ Agent will provide reasonable cooperation with the making of such elections.

- 74 -

12. Miscellaneous

12.1 Release

Each Seller irrevocably, unconditionally and completely releases each of Parent, Purchaser, the Acquired Companies, the Affiliates of Parent, the Affiliates of Purchaser and the Acquired Companies and their respective successors and assigns and representatives (together the “Releasees”) from any claim, and relinquishes each and every claim that such Seller may have had in the past, may now have or may have in the future against any of the Releasees, relating to: (a) any contracts entered into by such Seller at any time up to and including the date of this Agreement; and (b) any events, matters, omissions or conduct, occurring or existing at any time up to and including the date of this Agreement, including any claim: (i) to the effect that such Seller is or may be entitled to any equity, compensation or benefits from any of the Acquired Companies (other than for employment compensation for the current payroll period and employment benefits provided by an Acquired Company to its employees or pursuant to an employment Contract which has been provided to Purchaser); or (ii) otherwise arising out of or connected with such Seller’s employment or other relationship with any of the Acquired Companies; provided, however, that such Seller is not releasing such Seller’s rights, if any, under this Agreement or under any other agreements entered into pursuant to this Agreement.

- 75 -

Parent shall cause Purchaser to timely perform and fulfill its obligations under this Agreement and shall perform the obligations of Purchaser if it is unable to, or does not, promptly perform its

- 76 -

respective obligations under this Agreement. Parent hereby irrevocably guarantees the full, complete and timely performance by the Purchaser of each and every obligations of Purchaser under this Agreement, including the payment of all present and future amounts. If any default shall be made by Purchaser in performance of any such obligations, then Parent shall perform or cause to be performed such obligation promptly following notice from Sellers’ Agent specifying the default. Sellers may proceed to enforce their rights against Parent from time to time contemporaneously with or after any enforcement against Purchaser. Parent shall be entitled to assert any and all defenses to any obligation under this Agreement that would be available to Purchaser in any action commenced by Sellers to enforce this Agreement or that would be available to Parent if Parent were the purchasing entity under this Agreement instead of the Purchaser.

The Parties agree to co-operate fully after the signing of this Agreement in order to consummate all the transactions intended by or envisaged in this Agreement.

Neither this Agreement nor any part hereof shall be assignable; provided, however, that Purchaser shall be entitled to assign and transfer to a company affiliated with Purchaser within the meaning of Sections 15 et seqq. German Stock Corporation Act (Aktiengesetz) individual or all rights and obligations under or in connection with this Agreement. Sellers hereby grant their irrevocable consent to such assignments and transfers.

This Agreement shall not grant any rights to, and is not intended to operate for the benefit of, third parties.

- 77 -

- 78 -

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany under exclusion of its choice of law provisions and under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

The binding language of the Agreement shall be English. The binding language of the Agreement shall be German if the English expression used herein is translated by a German expression in brackets. In this event the English expression shall be for convenience only. Unless otherwise provided in this Agreement or as agreed upon by Purchaser and Sellers’ Agent, each notice, request, statement, instrument, certificate or other communication given, delivered or made by a Party to any other Party under or in connection with this Agreement shall be in English. In this Agreement, the headings are inserted for convenience only and shall not affect the interpretation of this Agreement. Any reference to “including” herein shall mean “including without limitation.”

- 79 -

The final decision of the arbitrator will be furnished by the arbitrator to Sellers’ Agent and Purchaser in writing, and an order with respect thereto may be entered in any court of competent jurisdiction.

In the event of an actual or imminent breach by of any of the Sellers’ covenants under this Agreement, Purchaser shall be entitled to specific performance (Erfüllungsanspruch und Unterlassungsanspruch) and to commence proceedings for injunctive relief (einstweiliger Rechtsschutz) with the competent courts of Federal Republic of Germany having jurisdiction.

Except as otherwise agreed in this Agreement, the Parties shall bear their respective expenses incurred with the preparation, execution and performance of this Agreement and the transactions contemplated hereunder including all fees and expenses of their advisors; provided, however, that Sellers shall be responsible for any expenses incurred with the preparation, execution and performance of this Agreement by the Acquired Companies and the transactions contemplated herein to be performed by the Acquired Companies (including all fees and expenses of their advisors). Notwithstanding the foregoing, the Parties shall each bear fifty percent of the aggregate fees and expenses of the notary.

Any amendment or addition to this Agreement must be executed in writing, unless a more stringent form is required. This also applies to the deletion or amendment of this clause.

This Agreement, the Schedules and Exhibits and the other agreements entered into pursuant to this Agreement set out the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede any and all earlier and current agreements, either orally or in writing between the Parties. All Schedules and Exhibits to this Agreement shall form an integral part hereof. In case of discrepancies between the terms and conditions of this Agreement and any of its Exhibits and/or Schedules, the terms and conditions of this Agreement shall prevail.

- 80 -

All notices and communications under this Agreement shall be effected in writing and addressed to the Parties at the addresses given below (or to other addresses as notified to a Party by the Party originally entitled to receive the notice, where by each notification of change shall take effect only upon delivery). Any notice or communication under this Agreement shall be deemed properly delivered, given and received: (a) when delivered by hand or upon receipt when delivered by means of registered mail; (b) on the day sent by facsimile provided that the sender has received confirmation of successful transmission as of or prior to 5:00 p.m. local time of the intended recipient on such day; (c) the first Business Day after sent by facsimile (to the extent that the sender has received confirmation of successful transmission after 5:00 p.m. local time of the intended recipient on the day sent by facsimile), or (d) the first Business Day after sent by courier or express delivery service.

- 81 -

Acting as Sellers’ Agent

Dr. Michael Inhester

c/o P+P Pöllath + Partners

Kardinal-Faulhaber-Strasse 10

80333 Munich, Germany

Facsimile: +49 89 24240992

Qype GmbH

Großer Burstah 50-52,

20457 Hamburg,

Germany

Facsimile: +49 (40) 2190 192-290

Attention: Management Board

And following the Closing with a copy to:

706 Mission Street, 7th Floor

San Francisco, California 94103

United States

Facsimile: 415.908.3926

Attention: Laurence Wilson

And a copy to:

Cooley LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

United States of America

Attention: Jennifer Fonner DiNucci

Facsimile: +1 (650) 849-7400

Yelp Ireland Ltd.

c/o Matheson Ormsby Prentice

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

Attention: Dermot Mullins

- 82 -

Facsimile: +353 1 232 3333

With a copy to:

706 Mission Street, 7th Floor

San Francisco, California 94103

United States

Facsimile: 415.908.3926

Attention: Laurence Wilson

And a copy to:

Cooley LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

United States of America

Attention: Jennifer Fonner DiNucci

Facsimile: +1 (650) 849-7400

706 Mission Street, 7th Floor

San Francisco, California 94103

United States

Facsimile: 415.908.3926

Attention: Laurence Wilson

And a copy to:

Cooley LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

United States of America

Attention: Jennifer Fonner DiNucci

Facsimile: +1 (650) 849-7400

All references to “$” or “dollars” in this Agreement shall mean Unites States dollars. All references to “EUR” in this Agreement shall mean Euros. Except as otherwise indicated, all references in this Agreement to “Sections,” “Schedules” and “Exhibits” are intended to refer to Sections, Schedules and Exhibits of this Agreement (including Reference Deed).

- 83 -

Purchaser irrevocably grants Dr. Wolfgang Hess, c/o Bird & Bird LLP, Taunusanlage1, 60329 Frankfurt am Main, Germany power of attorney for the acceptance of services (Zustellungsbevollmächtigter im Sinne von § 184 ZPO).

- 84 -

- 85 -

List of Exhibits

Exhibit A – Form of Escrow Agreement

Exhibit B – Form of Non-Competition Agreement

Exhibit C – Form of Convertible Note Waiver and Loan Waiver (Assignment Declaration and Waiver)

Exhibit D – Form of Resignations

Exhibit E – Form of Release

Exhibit F1 – Form of Shareholders Resolution

Exhibit F2 – Form of Termination Agreement

- 86-

Exhibit 99.2

Yelp Acquires Qype

Provides Preliminary Third Quarter 2012 Financial Results

Addition of Qype Accelerates International Expansion, Adding Content and Traffic

Company Reports Strong Preliminary Third Quarter 2012 Financial Results

SAN FRANCISCO, October 24, 2012 /PRNewswire/—Yelp Inc. (NYSE: YELP), the company that connects consumers with great local businesses, today announced it has acquired Qype, Europe’s largest local reviews site. Qype was acquired to accelerate Yelp’s international expansion, bringing more than two million reviews and 15 million unique visitors per month across 13 countries.

“I am excited to welcome Qype’s employees and users to Yelp. We have built a solid foundation in Europe and this acquisition should significantly increase our international presence. With its strong local content in key markets like Germany and the United Kingdom, we believe that Qype will help Yelp become the de facto choice for local search in those markets,” said Jeremy Stoppelman, Yelp co-founder and chief executive officer. “Qype’s established European sales force will also bring more local business owners into the Yelp ecosystem, which in turn will bolster our mission to connect people with great local businesses all over the world.”

“We’re excited to join forces with Yelp, the premier brand in local search,” said Ian Brotherston, Qype’s chief executive officer. “Like Yelp, Qype is committed to providing rich, authentic content within local search. This acquisition enables our users to contribute to a much bigger platform, delivering greater value to local businesses.”

Strong Preliminary Third Quarter Financial Results

Yelp also provided preliminary financial results for the third quarter ended September 30, 2012. Revenue and Adjusted EBITDA for the third quarter 2012 exceeded Yelp’s previous guidance provided on August 1, 2012. Revenue for the third quarter 2012 is expected to be approximately $36.4 million, net loss for the quarter 2012 is expected to be approximately $2.0 million, and Adjusted EBITDA is expected to be approximately $2.2 million. Yelp plans to issue a press release with additional financial results for the third quarter on Thursday, November 1, 2012, and at that time will provide fourth quarter 2012 guidance and updated full year guidance.

Acquisition Details

Under the terms of the acquisition agreement, Yelp acquired all of Qype’s shares, for approximately €18.6 million and 970,000 shares of Yelp’s Class A common stock, for a total purchase price of approximately $50 million USD. Qype is headquartered in Germany, with operations also in the United Kingdom. The acquisition will be recorded in Yelp’s fourth quarter and 2012 year-end financial statements.

Conference Call Information

Yelp will host a teleconference at 9 a.m. PT/12 p.m. ET today, October 24, 2012. To access the call, please dial (800) 706-7748 or, outside the U.S., (617) 614-3473 with passcode 11414485 at least five minutes prior to the start time. An audio webcast and replay of the call will also be available at http://www.yelp-ir.com. An audio replay of today’s conference call will be available from October 24, 2012 to November 7, 2012 by dialing (888) 286-8010 or, outside the U.S., (617) 801-6888 with the replay passcode 49350488.

About Yelp

Yelp Inc. (NYSE: YELP) (http://www.yelp.com) connects people with great local businesses. Yelp was founded in San Francisco in July 2004. Since then, Yelp communities have taken root in major metros across the US, Canada, UK, Ireland, France, Germany, Austria, The Netherlands, Spain, Italy, Switzerland, Belgium, Australia, Sweden, Denmark, Norway, Finland, Singapore and Poland. Yelp had a monthly average of approximately 78 million unique visitors in Q2 2012*. By the end of the same quarter, Yelpers had written more than 30 million rich, local reviews, making Yelp the leading local guide for real word-of-mouth on everything from boutiques and mechanics to restaurants and dentists. Yelp’s mobile applications were used on 7.2 million unique mobile devices on a monthly average basis during Q2 2012.

Non-GAAP Financial Measures

This press release includes information relating to Adjusted EBITDA, which the Securities and Exchange Commission has defined as a “non-GAAP financial measure”. Adjusted EBITDA has been included in this press release because it is a key measure used by the company’s management and board of directors to understand and evaluate core operating performance and trends, to prepare and approve its annual budget and to develop short- and long-term operational plans. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of Yelp’s results as reported under GAAP. Some of these limitations are:

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and Yelp’s other GAAP results. For a preliminary reconciliation of historical non-GAAP financial measures to the nearest comparable GAAP measures, see “Reconciliation of Net Loss to Adjusted EBITDA” included in this press release.

Forward-Looking Statements

This press release contains forward-looking statements relating to, among other things, the impact that the acquisition of Qype may have on Yelp’s business and financial results, including revenue, expenses, Adjusted EBITDA and net loss, and the future performance of Yelp and its consolidated subsidiaries that are based on Yelp’s current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements regarding preliminary financial results for the third quarter, the future growth in Company revenue and continued investing by Yelp in its future growth. Yelp’s actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Factors that could cause or contribute to such differences include, but are not limited to: Yelp’s short operating history in an evolving industry; Yelp’s ability to generate sufficient revenue to achieve or maintain profitability, particularly in light of its significant ongoing sales and marketing expenses; Yelp’s reliance on traffic to its website from search engines like Google, Bing and Yahoo!; Yelp’s ability to generate and maintain sufficient high quality content from its users; maintaining a strong brand and managing negative publicity that may arise; Yelp’s ability to successfully manage acquisitions of new businesses, solutions or technologies, including Qype; maintaining and expanding Yelp’s base of advertisers; changes in political, business and economic conditions, including any European or general economic downturn or crisis and any conditions that affect ecommerce growth; fluctuations in foreign currency exchange rates; Yelp’s ability to deal with the increasingly competitive local search environment; Yelp’s need and ability to manage other regulatory, tax and litigation risks as its services are offered in more jurisdictions and applicable laws become more restrictive; the competitive and regulatory environment while Yelp continues to expand geographically and introduce new products and as new laws and regulations related to Internet companies come into effect; and Yelp’s ability to timely upgrade and develop its systems, infrastructure and customer service capabilities. The forward-looking statements in this release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.

More information about factors that could affect Yelp’s operating results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Yelp’s most recent Quarterly Report on Form 10-Q at http://www.yelp-ir.com or the SEC’s website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to Yelp on the date hereof. Yelp assumes no obligation to update such statements. The results we report in our Quarterly Report on Form 10-Q for the three months ended September 30, 2012 could differ from the preliminary results we have announced in this press release.

Yelp Inc.

Reconciliation of Net Loss to EBITDA

(In thousands)

(Unaudited)

Media Contact Information

Yelp Press Office

Stephanie Ichinose

(415) 908-3679

stephanie@yelp.com

Investor Relations Contact Information

The Blueshirt Group

Stacie Bosinoff, Nicole Gunderson

(415) 217-7722

yelp@blueshirtgroup.com