REACHLOCAL, INC. Shares of Common Stock Underwriting AgreementReachLocal Inc • May 3rd, 2010 • Services-advertising agencies • New York
ReachLocal, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional shares of Common Stock of the Company and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of shares of Common Stock. The aggregate of up to shares of Common Stock to be sold by the Company and the Selling Stockholders are herein referred to as the “Underwritten Shares” and the aggregate of additional shares of Common Stock to be sold by the Company at the option of the Underwriters are herein referred to as the “Option Shares”. The aggregate of the Underwritten Shares and the Option Shares are herein referred
REACHLOCAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2011 • ReachLocal Inc • Services-advertising agencies • Delaware
This Indemnification Agreement (“Agreement”) is effective as of May 18, 2010, by and between ReachLocal, Inc., a Delaware corporation (the “Company”), and Ross G. Landsbaum (“Indemnitee”).
ContractWarrant Agreement • May 7th, 2015 • ReachLocal Inc • Services-advertising agencies • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2015 • ReachLocal Inc • Services-advertising agencies • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 30, 2015 and is entered into by and between REACHLOCAL, INC., a Delaware corporation, and each of its Domestic Subsidiaries (other than any FSHCO) and each of its Eligible Foreign Subsidiaries(hereinafter collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • March 15th, 2012 • ReachLocal Inc • Services-advertising agencies • Delaware
ReachLocal, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2008 Stock Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Common Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
OFFICE LEASE Between DOUGLAS EMMETT 2000, LLC, a Delaware limited liability company as Landlord and REACHLOCAL, INC., a Delaware corporation as Tenant Dated August 30, 2006Office Lease • April 27th, 2010 • ReachLocal Inc • Services-advertising agencies • California
This Office Lease, dated August 30, 2006, is by and between DOUGLAS EMMETT 2000, LLC, a Delaware limited liability company (“Landlord”), with an office at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and REACHLOCAL, INC., a California corporation (“Tenant”), with an office at 17835 Ventura Blvd., Suite 310, Encino, California 91316.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 27th, 2016 • ReachLocal Inc • Services-advertising agencies • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as of June 27, 2016 (this “Agreement”), by and among Gannett Co., Inc., a Delaware corporation (“Parent”), Raptor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders of ReachLocal, Inc., a Delaware corporation (the “Company”), named in Schedule 1 attached hereto (each, a “Principal Holder”).
REACHLOCAL, INC. NONQUALIFIED INDUCEMENT STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • April 2nd, 2014 • ReachLocal Inc • Services-advertising agencies • Delaware
As an inducement material to the decision by the individual listed below (the “Optionee”) to accept employment with ReachLocal, Inc., a Delaware corporation (the “Company”), and pursuant to that certain offer letter entered into by and between the Optionee and the Company, dated as of ____________ (the “Offer Agreement”), the Company hereby grants to the Optionee a nonqualified option to purchase the number of shares of the common stock of the Company (“Common Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”), which is incorporated herein by reference. This Option is made and granted as a stand-alone award and is not granted under or pursuant to the ReachLocal, Inc. Amended and Restated 2008 Stock Incentive Plan (the “Plan”). However, unless otherwise defined herein, the terms defined in the Plan shall have the same defined mean
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • November 29th, 2012 • ReachLocal Inc • Services-advertising agencies
This FOURTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is executed and entered into effective as of November 27, 2012, by and between ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC, each a Delaware limited liability company ("Landlord"), acting by and through Billingsley Property Services, Inc., as agent for Landlord, and REACHLOCAL, INC., a Delaware corporation ("Tenant").
REACHLOCAL, INC. 2008 STOCK INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Early Exercise PermittedStock Option Agreement • February 2nd, 2010 • ReachLocal Inc • Services-advertising agencies • Delaware
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2016 • ReachLocal Inc • Services-advertising agencies
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made and dated as of March 28, 2016, and is entered into by and between REACHLOCAL, INC., a Delaware corporation, and each of its Domestic Subsidiaries (other than any FSHCO) and each of its Eligible Foreign Subsidiaries party to the Agreement (hereinafter collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and HERCULES CAPITAL, INC., a Maryland corporation, (fka, Hercules Technology Growth Capital, Inc.) in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
May 14, 2004 Michael KlineReachLocal Inc • February 2nd, 2010 • Services-advertising agencies
REACHLOCAL, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • February 2nd, 2010 • ReachLocal Inc • Services-advertising agencies • Delaware
ReachLocal, Inc., a Delaware corporation (the “Company”), pursuant to its 2008 Stock Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company, par value $.01 per share (“Common Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
November 30, 2012 Mr. Nathan Hanks ReachLocal, Inc.Letter Agreement • March 11th, 2013 • ReachLocal Inc • Services-advertising agencies • Texas
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • November 4th, 2010 • ReachLocal Inc • Services-advertising agencies • California
Without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned, or delayed, Mortgagee shall not be bound by (i) any agreement materially amending, or modifying; or terminating the Lease or (ii) by any prepayment of the rents, additional rents or other sums due under the Lease for more than one (1) month in advance of the due date thereof.
August 23, 2010ReachLocal Inc • March 28th, 2011 • Services-advertising agencies
Effective as of September 1, 2010 (the “Commencement Date”), this letter (the “Letter”) shall amend and restate in its entirety that certain employment letter agreement, dated February 22, 2010, between you and ReachLocal, Inc. (the “Company”) (the “Original Letter”).
AMENDMENT NUMBER TWO TO GOOGLE ADWORDS RESELLER AGREEMENTAdwords Reseller Agreement • August 3rd, 2012 • ReachLocal Inc • Services-advertising agencies
GOOGLE IRELAND LTD RESELLER By: /s/ Ailis Daly By: /s/ John Mazur Print Name: Ailis Daly Print Name: John Mazur Title: Contracts Administrator Title: CEO, ReachLocal Europe BV Date: June 6, 2012 Date: May 31, 2012
March 28, 2016 Ross G. LandsbaumReachLocal Inc • March 30th, 2016 • Services-advertising agencies
This employment letter will amend and restate the offer letter (this “Letter”) between you and ReachLocal, Inc. (the “Company”), dated May 30, 2008, in its entirety and will provide the terms under which you will continue to serve as the Company’s as Chief Financial Officer from and after the date hereof (the “Effective Date”).
REACHLOCAL, INC. AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 5th, 2014 • ReachLocal Inc • Services-advertising agencies • Delaware
ReachLocal, Inc., a Delaware corporation, (the “Company”), pursuant to its Amended and Restated 2008 Stock Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Holder”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of shares of the Company’s Common Stock set forth below. This Restricted Stock award (the “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) (including without limitation the Restrictions on the shares of Common Stock set forth in the Agreement) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”) and the
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 30th, 2016 • ReachLocal Inc • Services-advertising agencies • New York
This Note Purchase Agreement, dated as of December 17, 2015 (this “Agreement”), is entered into by and among ReachLocal, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of purchasers attached hereto as Schedule I (each a “Purchaser” and, collectively, the “Purchasers”), as such Schedule I may be amended in accordance with Section 7 hereof.
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • August 7th, 2013 • ReachLocal Inc • Services-advertising agencies
This FIFTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is executed and entered into effective as of July 22, 2013, by and between ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 10, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC, each a Delaware limited liability company ("Landlord"), acting by and through Billingsley Property Services, Inc., as agent for Landlord, and REACH LOCAL, INC., a Delaware corporation ("Tenant").
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • November 29th, 2012 • ReachLocal Inc • Services-advertising agencies
This FIFTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is executed and entered into effective as of November 27, 2012, by and between ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC, each a Delaware limited liability company ("Landlord"), acting by and through Billingsley Property Services, Inc., as agent for Landlord, and REACHLOCAL, INC., a Delaware corporation ("Tenant").
EPC-IBP 16, LLC 1722 Routh Street, Suite 1313 Dallas, Texas 75201Ibp Xvi Lease • August 7th, 2013 • ReachLocal Inc • Services-advertising agencies
This letter confirms our agreement with regard to possible future holdover penalties incurred by Tenant under its existing leases with certain affiliates of Landlord. As used herein, the term “Existing Leases” refers to (a) that Lease Agreement dated June 2, 2006 between CB Parkway Business Center, Ltd., as Landlord’s predecessor-in-interest, and Tenant for office space in the building commonly known as 6400 International Parkway, Plano, Texas, as amended to date, and (b) that Lease Agreement dated February 2, 2010 between Landlord and Tenant for office space in the building commonly known as 6504 International Parkway, Plano, Texas, as amended to date. For clarification purposes, the term Existing Leases shall include that certain Consolidated Amendment to Lease Agreements dated of even date herewith by and between certain affiliates of Landlord and Tenant (the “Consolidated Lease Amendment”).
FIRST AMENDMENT TO Warrant AGREEMENTWarrant Agreement • November 12th, 2015 • ReachLocal Inc • Services-advertising agencies
THIS FIRST AMENDMENT TO WARRANT AGREEMENT (the “Amendment”) is made and dated as of November 11, 2015, and is entered into by and between REACHLOCAL, INC., a Delaware corporation ( “Company”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Warrantholder”),
Amendment to ReachLocal, Inc. 4.00% Convertible Second Lien Subordinated NotesReachLocal Inc • March 30th, 2016 • Services-advertising agencies
ReachLocal, Inc. 21700 Oxnard Street, Suite 1600 Woodland Hills, CA 91367ReachLocal Inc • July 14th, 2016 • Services-advertising agencies
We are pleased to inform you that, on June 27, 2016, ReachLocal, Inc. (“ReachLocal”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Gannett Co., Inc. (“Parent”) and Raptor Merger Sub, Inc., a wholly owned subsidiary of Parent (“Purchaser”). In accordance with the Merger Agreement, Purchaser has commenced on July 11, 2016 a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.00001 per share (the “Company Shares”), other than any Company Shares held by Parent or Purchaser, at a price per Company Share of $4.60, net to the holder thereof in cash, without interest (the “Offer Price”) and subject to any withholding of taxes required by applicable law.
AMENDMENT NUMBER THREE TO GOOGLE ADWORDS RESELLER AGREEMENTAdwords Reseller Agreement • November 6th, 2012 • ReachLocal Inc • Services-advertising agencies
This Amendment Number Three (the “Amendment”) is effective as of the later of the parties' execution dates set out below (the “Amendment Effective Date”) and is entered into by and between:
July 22, 2013ReachLocal Inc • May 9th, 2014 • Services-advertising agencies
You and ReachLocal, Inc. (the “Company”) have mutually agreed to amend certain provisions of the offer letter, dated June 28, 2013 (the “Employment Letter”) as set forth herein. Terms not defined herein shall have the meaning set forth in the Employment Letter.
STOCKHOLDERS AGREEMENT by and between REACHLOCAL, INC., and NETUS PTY LIMITED ACN 117 674 030Stockholders Agreement • February 2nd, 2010 • ReachLocal Inc • Services-advertising agencies • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of September 11, 2009 by and between ReachLocal, Inc., a Delaware corporation (the “Company”) and NetUs Pty Limited ACN 117 674 030 (the “Stockholder”) and acknowledged and agreed to by the Founders (as defined below) with respect to Article III hereof.
May 14, 2004 Zorik GordonReachLocal Inc • February 2nd, 2010 • Services-advertising agencies
SHARE PURCHASE AGREEMENT by and among REACHLOCAL, INC. and THE PERSONS LISTED ON ANNEX A ATTACHED HERETOShare Purchase Agreement • February 24th, 2010 • ReachLocal Inc • Services-advertising agencies • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of September 11, 2009, by and among (i) ReachLocal, Inc., a Delaware corporation (the “Buyer”), and (ii) the Persons listed on Annex A hereto under the heading “Shareholders” (collectively, the “Sellers”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in Article VII.
REACHLOCAL, INC. AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 15th, 2012 • ReachLocal Inc • Services-advertising agencies • Delaware
ReachLocal, Inc., a Delaware corporation, (the “Company”), pursuant to its Amended and Restated 2008 Stock Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Holder”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of shares of the Company’s Common Stock set forth below. This Restricted Stock award (the “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) (including without limitation the Restrictions on the shares of Common Stock set forth in the Agreement) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”) and the
REACHLOCAL, INC. Separation Agreement And General ReleaseNathan Hanks • November 6th, 2013 • ReachLocal Inc • Services-advertising agencies • Texas
Nathan Hanks (referred to as “Executive”) and ReachLocal, Inc., on behalf of itself and its successors, subsidiaries, affiliates, and related companies (referred to collectively as the “Company”), enter into this Separation Agreement and General Release (the “Agreement”) effective as of the eighth (8th) day following the date Executive signs this Agreement if not revoked in accordance with the last paragraph hereof (the “Effective Date”).
REACHLOCAL, INC. Separation Agreement And General ReleaseSeparation Agreement • August 7th, 2014 • ReachLocal Inc • Services-advertising agencies • Texas
Joshua Claman (referred to as “Executive”) and ReachLocal, Inc., on behalf of itself and its successors, subsidiaries, affiliates, and related companies (referred to collectively as the “Company”), enter into this Separation Agreement and General Release (the “Agreement”) effective as of the eighth (8th) day following the date Executive signs this Agreement if not revoked in accordance with the last paragraph hereof (the “Effective Date”).
SECURITY AGREEMENTSecurity Agreement • March 30th, 2016 • ReachLocal Inc • Services-advertising agencies • New York
This Security Agreement dated as of December 17, 2015 (this “Agreement”) by and among REACHLOCAL, INC., a Delaware corporation (“Debtor”), and each Holder from time to time party to a Note (as defined below) that is a signatory from time to time hereto (each a “Secured Party” and collectively the “Secured Parties”).
