Form of Class B Common Stock Certificate



 Exhibit 4.2 

	
	 






  
 016570| 003590|127C|RESTRICTED||4|057-423 
 CLASS B
COMMON STOCK 
 CLASS B COMMON STOCK 
 PAR VALUE $0.000001 
 THIS CERTIFICATE IS
TRANSFERABLE IN 
 CANTON, MA AND NEW YORK, NY 

Certificate Shares 
 Number 
 ZQ 000000 

YELP INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 MR. Sample & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE 
 THIS CERTIFIES THAT 
 CUSIP XXXXXX XX X 

MR. SAMPLE & MRS. SAMPLE 
 MR. SAMPLE & MRS. SAMPLE 
 SEE REVERSE FOR
CERTAIN DEFINITIONS 
 is the owner of 
 ***ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO*** 

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF 

Yelp Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the
By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. 
 Witness the facsimile seal of the Company and the facsimile signatures of its
duly authorized officers. 
 DATED <<Month Day, Year>> 

COUNTERSIGNED AND REGISTERED: 
 COMPUTERSHARE TRUST COMPANY, N.A. 
 Chief Executive
Officer 
 TRANSFER AGENT AND REGISTRAR, 
 Secretary 
 By 

AUTHORIZED SIGNATURE 
 PO BOX 43004, Providence, RI 02940-3004 
 MR A
SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 
 CUSIP XXXXXX XX X 

Holder ID XXXXXXXXXX 
 Insurance Value 00.1,000,000 Number of Shares 123456 
 DTC 12345678901234512345678 
 Certificate Numbers
Num/No Denom. Total. 
 1234567890/1234567890 1 1 1 1234567890/1234567890 2 2 2 1234567890/1234567890 3 3 3
1234567890/1234567890 4 4 4 1234567890/1234567890 5 5 5 1234567890/1234567890 666 
 Total Transaction 7








 



 
  
 YELP INC.

 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS,
PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO
DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL
REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: 
 TEN COM—as tenants in common
UNIF GIFT MIN ACT -.Custodian 
 (Cust) (Minor) 

TEN ENT—as tenants by the entireties under Uniform Gifts to Minors Act 

(State) 
 JT TEN—as joint tenants with right of survivorship UNIF TRF MIN ACT -.Custodian (until age .) and not as tenants in common (Cust) .under Uniform Transfers to Minors Act 

(Minor) (State) 
 Additional abbreviations may also be used though not in the above list. 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
 For value received,             hereby sell, assign and transfer unto 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 

Shares of the Class B Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. 
 Dated:             20            THE SIGNATURE(S) Signature(s)
SHOULD BE Guaranteed: GUARANTEED BY Medallion AN ELIGIBLE Guarantee GUARANTOR Stamp INSTITUTION (Banks, SIGNATURE Stockbrokers, GUARANTEE Savings and Loan MEDALLION Associations PROGRAM, and Credit PURSUANT Unions) WITH TO S. E. MEMBERSHIP C. RULE
17Ad-15. IN AN APPROVED 
 Signature: 
 Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or
any change whatever. 
 The IRS requires that we report the cost basis of certain shares acquired after
January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation
method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis. 
 If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed
property laws and transferred to the appropriate state.