X0204 3 2012-03-01 0 0001345016 YELP INC YELP 0001539856 Donaker Geoffrey L C/O YELP INC. 706 MISSION ST., 7TH FLOOR SAN FRANCISCO CA 94103 1 1 0 0 Chief Operating Officer Employee Stock Option (Right to Buy) 0.064 2016-06-20 Class B Common Stock 323268 D Employee Stock Option (Right to Buy) 0.32 2017-12-10 Class B Common Stock 404440 D Employee Stock Option (Right to Buy) 7.16 2021-01-05 Class B Common Stock 59427 D Employee Stock Option (Right to Buy) 7.16 2021-01-05 Class B Common Stock 1250514 D Fully vested. 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. For the first 12 months following 11/10/10, 725 shares vested monthly; for the second 12 months, 750 shares vest monthly; for the third 12 months, 1,164 shares vest monthly; and for the next 24 months, the remainder of the shares vest ratably. For the first 12 months following 11/10/10, 10,191 shares vested monthly; for the second 12 months, 15,624 shares vest monthly; for the third 12 months, 20,669 shares vest monthly; for the fourth 12 months, 26,127 shares vest monthly; and for the next 12 months, the remainder of the shares vest ratably. /s/ Donna Hammer, Attorney-in-fact 2012-03-01