X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001511025 Benchmark Capital Management Co. V, L.L.C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001297648 Benchmark Capital Partners V L P 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001310196 BENCHMARK FOUNDERS FUND V LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001310487 Benchmark Founders Fund V-A LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001310489 Benchmark Founders Fund V-B LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190213 HARVEY KEVIN 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001183234 KAGLE ROBERT 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190211 DUNLEVIE BRUCE 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190191 GURLEY J WILLIAM 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Series C Converitble Preferred Stock Class B Common Stock 24689270 I See Footnote Series C Convertible Preferred Stock Class B Common Stock 3025390 I See Footnote Series C Convertible Preferred Stock Class B Common Stock 579250 I See Footnote Series C Convertible Preferred Stock Class B Common Stock 455800 I See Footnote Series C Convertible Preferred Stock Class B Common Stock 32288630 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 1021340 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 125150 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 23960 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 18860 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 1335710 I See Footnote The Series C and Series D Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-for-four basis in connection with the completion of the Issuer's initial public offering of Class A Common Stock. Not applicable. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock and (ii) seven years following the effective date of the issuer's initial public offering. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon any transfer, whether or not for value (subject to certain exceptions), or (ii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the issuer) of the reporting person. Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V"). Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V"). Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A"). Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B"). Benchmark Capital Management Co. V, LLC ("BCMC V"), the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 32,288,630 shares of the Issuer's Series C convertible preferred stock. BCMV and each of its managing members disclaim beneficial onwership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and each of its managing members is the beneficial owner of these shares for purposes of Section 16 or any other purpose. BCMC V, the Designated Filer and general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 1,335,710 shares of the Issuer's Series D convertible preferred stock. BCMV and each of its managing members disclaim beneficial onwership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V and each of its managing members is the beneficial owner of these shares for purposes of Section 16 or any other purpose. Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B. Each reporting person disclaims the existence of a "group" and discliams beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities. *This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by BCMC V, its managing members and the Benchmark V Funds. /s/Steven M. Spurlock, as managing member of the GP of Benchmark Capital Management Co., V, L.L.C. 2012-03-01 /s/ Steven M Spurlock, as managing member of the GP of Benchmark Capital Partners V, L.P. 2012-03-01 /s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders' Fund V, L.P. 2012-03-01 /s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders Fund V-A, L.P. 2012-03-01 /s/ Steven M. Spurlock, as managing member of the GP of Benchmark Founders Fund V-B, L.P. 2012-03-01 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2012-03-01 /s/ Steven M. Spurlock, by power of attorney for Kevin Harvey 2012-03-01 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2012-03-01 /s/ Steven M Spurlock, by power of attorney for Bruce Dunlevie 2012-03-01 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2012-03-01