X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001362890 Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001362891 Bessemer Venture Partners VI L.P. 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001362888 Bessemer Venture Partners Co-Investment L.P. 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001362889 Bessemer Venture Partners VI Institutional L.P. 1865 PALMER AVE., SUITE 104 LARCHMONT NY 10538 0 0 1 0 Series B Convertible Preferred Stock Class B Common Stock 44802870 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 1853400 I See Footnote The Series B 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 such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) 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. Bessemer Venture Partners VI L.P. ("BVP VI") owns 33,098,120 shares. Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") owns 11,144,710 shares. Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") owns 560,040 shares. Deer VI & Co LLC ("Deer VI") is the general partner of each of the Funds. The Funds, together with Deer VI, are the "Bessemer Entities." Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed an admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Jeremy Levine, a managing member of Deer Management Co. LLC, the management company affiliate of the Funds, serves as the representative of the Bessemer Entities on the Issuer's board of directors. BVP VI owns 1,369,200 shares. BVP Co-Investment owns 461,030 shares. BVP Institutional owns 23,170 shares. /s/ By: J. Edmund Colloton, Executive Manager 2012-03-01 /s/ By: Deer VI & Co. LLC, General Partner, By: J. Edmund Colloton, Executive Manager 2012-03-01 /s/ By: Deer VI & Co. LLC, General Partner, By: J. Edmund Colloton, Executive Manager 2012-03-01 /s/ By: Deer VI & Co. LLC, General Partner, By: J. Edmund Colloton, Executive Manager 2012-03-01