LOCAL.COM Sample Contracts

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of July 18, 2007
Agreement and Plan of Merger • July 20th, 2007 • LOCAL.COM • Services-business services, nec • Delaware
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EXHIBIT 2.1
Share Purchase Agreement • February 10th, 2005 • Interchange Corp • Services-business services, nec
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • December 22nd, 2004 • Interchange Corp • Services-business services, nec • New York
EXTENSION AGREEMENT
Extension Agreement • September 16th, 2004 • Interchange Corp • Services-business services, nec
Common Stock
Underwriting Agreement • October 7th, 2004 • Interchange Corp • Services-business services, nec • California
LOCAL.COM CORPORATION LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 2nd, 2009 • LOCAL.COM • Services-business services, nec • California

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of June 26, 2009, by and between Square 1 Bank (“Bank”) and Local.com Corporation, and Local.com PG Acquisition Corporation, collectively known as (“Borrower”).

Local.com Corporation and Computershare Trust Company, N.A. Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of October 15, 2008
Preferred Stock Rights Agreement • October 15th, 2008 • LOCAL.COM • Services-business services, nec • Delaware

This Preferred Stock Rights Agreement is dated as of October 15, 2008 between Local.com Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company.

RECITALS
Purchase Agreement • February 26th, 2007 • LOCAL.COM • Services-business services, nec • New York
INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 11th, 2013 • LOCAL Corp • Services-business services, nec • New York

This Agreement is being entered into pursuant to the Convertible Note and Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2014 • LOCAL Corp • Services-business services, nec • California

This EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 7, 2014 (the “Date of this Agreement”), is made by and between Local Corporation, a Delaware corporation (the “Employer” or “Company”), and Fred Thiel (the “Executive”).

LOCAL.COM CORPORATION KRILLION, INC. SCREAMIN MEDIA GROUP, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 4th, 2011 • LOCAL.COM • Services-business services, nec • California

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of August 3, 2011, by and between Square 1 Bank (“Bank”) and Local.com Corporation, Krillion, Inc., and Screamin Media Group, Inc. collectively known as (“Borrower”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • March 10th, 2015 • LOCAL Corp • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2015, is by and among Local Corporation, a Delaware corporation with offices located at 7555 Irvine Center Drive, Irvine CA 92618 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

Contract
LOCAL Corp • April 11th, 2013 • Services-business services, nec • New York

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 6th, 2010 • LOCAL.COM • Services-business services, nec • California

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2010 by and between Local.com Corporation, a Delaware corporation (“Buyer”), and Best Click Advertising.com, LLC a Virginia limited liability company (“Seller” or “BestClick”). Each of Buyer and Seller is a “Party,” and collectively, “Parties.”

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RECITALS
Indemnity Agreement • August 11th, 2004 • Interchange Corp • Services-business services, nec • Delaware
LOCAL.COM CORPORATION 4,000,000 Shares Common Stock ($0.00001 par value) Underwriting Agreement
Underwriting Agreement • January 14th, 2011 • LOCAL.COM • Services-business services, nec • Massachusetts

Local.com Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Canaccord Genuity Inc. (collectively, the “Underwriters”) pursuant to this Underwriting Agreement (this “Agreement”) an aggregate of 4,000,000 shares (the “Firm Shares”) of common stock, $0.00001 par value (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 600,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

LOCAL.COM CORPORATION LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 23rd, 2009 • LOCAL.COM • Services-business services, nec • California

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of June 26, 2009, by and between Square 1 Bank (“Bank”) and Local.com Corporation, and Local.com PG Acquisition Corporation, collectively known as (“Borrower”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 1st, 2010 • LOCAL.COM • Services-business services, nec • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 28, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and LOCAL.COM CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

LEASE (SINGLE TENANT; NET) BETWEEN
Lease • March 23rd, 2005 • Interchange Corp • Services-business services, nec • California
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 16th, 2011 • LOCAL.COM • Services-business services, nec • Delaware

This Asset Purchase Agreement (“Agreement”) is dated as of February 11, 2011 by and among Local.com Corporation, a Delaware corporation with a principal address of 7555 Irvine Center Drive, Irvine, CA 92618 (“Buyer”); Rovion, Inc., a Delaware corporation with a principal address of 76 Summer Street, 5th Floor, Boston, MA 02110 (“Subsidiary”); and DigitalPost Interactive, Inc., a Nevada corporation with a principal address of 4040 Barranca Parkway, Suite 220, Irvine, CA 92618 (“DGLP” and together with Subsidiary, “Seller”).

SETTLEMENT AND PATENT LICENSE AGREEMENT
Settlement and Patent License Agreement • November 12th, 2013 • LOCAL Corp • Services-business services, nec • Texas

This SETTLEMENT AND PATENT LICENSE AGREEMENT (“Agreement”) is entered into as of the Effective Date (as that term is defined below) between GeoTag, Inc. (“Plaintiff”) and Local Corporation (“Defendant”). Plaintiff and Defendant are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

Execution Copy YAHOO! PUBLISHER NETWORK CONTRACT #1-26652287 PUBLISHER: LOCAL.COM CORPORATION PUBLISHER TAX ID: 33-0849123 Start Date: The latter date set opposite of either Yahoo! Inc.’s or Publisher’s signature. End Date: July 31, 2011.
LOCAL.COM • January 6th, 2011 • Services-business services, nec

This Agreement shall terminate and supersede the Yahoo! Publisher Network Agreement #205132 between Yahoo! Inc., as successor-in-interest to Overture Services, Inc., and Local.com Corporation, formerly known as Interchange Corporation, entered into as of October 17, 2005, as amended. After the End Date, this Agreement will automatically renew for additional thirty (30) day periods unless either party provides the other party with a thirty (30) day notice of non-renewal. Capitalized terms not defined herein shall have the meanings ascribed to them in Attachment B hereto.

LOCAL.COM CORPORATION 2008 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
LOCAL.COM • June 4th, 2008 • Services-business services, nec

Pursuant to the terms and conditions of the company’s 2008 Equity Incentive Plan (the ‘Plan’), you have been granted ( ) an Incentive ( ) Non-Qualified Stock Option to purchase shares (the ‘Option’) of stock as outlined below.

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