X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001287611 IRVINE DIANE M C/O YELP INC. 706 MISSION ST., 7TH FLOOR SAN FRANCISCO CA 94103 1 0 0 0 Stock Option (Right to Buy) 11.40 2021-11-13 Class B Common Stock 25000 D 25% of the total shares underlying the option vest on November 14, 2012. The remaining shares vest 1/48 monthly in equal installments thereafter. 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. /s/ Donna Hammer, Attorney-in-fact 2012-03-01