ReachLocal Inc – SECOND AMENDED AND RESTATED BY-LAWS of REACHLOCAL, INC. A Delaware Corporation Effective August 9, 2016 (August 9th, 2016)
ReachLocal Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REACHLOCAL, INC. (August 9th, 2016)SECOND: The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ReachLocal Inc – ReachLocal Reports Second Quarter 2016 Results (July 29th, 2016)(WOODLAND HILLS, CA) – July 29, 2016 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, today reported financial results for the second quarter of 2016.
ReachLocal Inc – AGREEMENT AND PLAN OF MERGER by and among GANNETT CO., INC., RAPTOR MERGER SUB, INC. and REACHLOCAL, INC. Dated as of June 27, 2016 (June 27th, 2016)This AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2016 (this “Agreement”), is made by and among Gannett Co., Inc., a Delaware corporation (the “Parent”), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and ReachLocal, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
ReachLocal Inc – TENDER AND SUPPORT AGREEMENT (June 27th, 2016)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 – Amendment to ReachLocal, Inc. 4.00% Convertible Second Lien Subordinated Notes (March 30th, 2016)
ReachLocal Inc – AMENDMENT TO GOOGLE ADWORDS PSP ADDENDUM (March 30th, 2016)This Addendum (the “Amendment”), effective as of October 1, 2015 (the “Amendment Effective Date”), is between ReachLocal, Inc. (“ReachLocal US”), ReachLocal Europe B.V. (“ReachLocal Europe”) and the ReachLocal Affiliates on behalf of themselves and their Affiliates (each a “PSP” or “Customer” and, collectively, “ReachLocal PSP”) and Google Inc. and the Google Affiliates (together, “Google”) and is an addendum to the Google AdWords PSP Addendum between the parties with an effective date of July 1, 2014 (the “Addendum”). Capitalized terms not defined in this Bonus Addendum have the meanings given to those terms in the Addendum. The parties agree as follows:
ReachLocal Inc – NOTE PURCHASE AGREEMENT (March 30th, 2016)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.
ReachLocal Inc – March 28, 2016 Ross G. Landsbaum (March 30th, 2016)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 – FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (March 30th, 2016)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”).
ReachLocal Inc – ThIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (March 30th, 2016)THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made and dated as of December 17, 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 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 TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
ReachLocal Inc – SECURITY AGREEMENT (March 30th, 2016)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”).
ReachLocal Inc – 4.00% Convertible Second Lien Subordinated Note (March 30th, 2016)THE OFFER AND SALE OF THIS NOTE AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
ReachLocal Inc – ReachLocal Reports Fourth Quarter and 2015 Results Company Exits 2015 with a $22.5 Million Annual Revenue Run Rate for its Subscription Products (February 25th, 2016)(WOODLAND HILLS, CA) – February 25, 2016 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, today reported financial results for the fourth quarter and 2015.
ReachLocal Inc – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 12th, 2015)THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made and dated as of November 9, 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 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 TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
ReachLocal Inc – FIRST AMENDMENT TO Warrant AGREEMENT (November 12th, 2015)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”),
ReachLocal Inc – ReachLocal Reports Third Quarter 2015 Results Improved Adjusted EBITDA ReachEdge Units Grew 11% over Second Quarter 2015 and 64% Year-Over-Year (November 3rd, 2015)(WOODLAND HILLS, CA) – November 3, 2015 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, today reported financial results for the third quarter ended September 30, 2015.
ReachLocal Inc – Amendment to Google AdWords PSP Addendum (August 6th, 2015)This Amendment (“Amendment”), effective as of June 1, 2015 (the “Amendment Effective Date”), is between ReachLocal, Inc. (“Reach Local US”), ReachLocal Europe B.V. (“ReachLocal Europe”) and the ReachLocal Affiliates on behalf of themselves and their Affiliates (each a “PSP” or “Customer” and, collectively, “ReachLocal PSP”) and Google Inc, and the Google Affiliates (together, “Google”) and is an addendum to the Google AdWords PSP Addendum between the parties with an effective date of July 1, 2014 and April 1, 2015 (collectively “Addendum”), Capitalized terms not defined in this Amendment have the meanings given to those terms in the Addendum. The parties agree as follows:
ReachLocal Inc – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (August 6th, 2015)THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made and dated as of August 3, 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 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 TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
ReachLocal Inc – ReachLocal Reports Second Quarter 2015 Results Company Achieves Positive Adjusted EBITDA Ahead of Projected Timeframe ReachEdge Units Grew by 28% Sequentially and by 69% since Q2 2014 (August 4th, 2015)(WOODLAND HILLS, CA) – August 4, 2015 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, today reported financial results for the second quarter ended June 30, 2015.
ReachLocal Inc – ADDENDUM TO GOOGLE ADWORDS PSP ADDENDUM (May 7th, 2015)This Addendum (the “Bonus Addendum”), effective as of April 1, 2015 (the “Bonus Addendum Effective Date”), is between ReachLocal, Inc. (“ReachLocal US”), ReachLocal Europe B.V. (“ReachLocal Europe”) and the ReachLocal Affiliates on behalf of themselves and their Affiliates (each a “PSP” or “Customer” and, collectively, “ReachLocal PSP”) and Google Inc. and the Google Affiliates (together, “Google”) and is an addendum to the Google AdWords PSP Addendum between the parties with an effective date of July 1, 2014 (the “Addendum”). Capitalized terms not defined in this Bonus Addendum have the meanings given to those terms in the Addendum. The parties agree as follows:
ReachLocal Inc – November 15, 2007 Adam Wergeles 1703 Dewey Street Santa Monica, CA 90405 Dear Adam: (May 7th, 2015)I am pleased to extend to you an offer of employment with ReachLocal, Inc. (the "Company") as General Counsel. In this capacity, you will be reporting to the Company's Chief Executive Officer. With your talent and experience, we look forward to you joining ReachLocal, Inc. Now, let me clarify the following important points:
ReachLocal Inc – March 9, 2015 (May 7th, 2015)Reference is hereby made to your employment offer letter with ReachLocal, Inc. (the “Company”), dated as of November 15, 2007, as amended on February 22, 2010 (the “Employment Letter”).
ReachLocal Inc – LOAN AND SECURITY AGREEMENT (May 7th, 2015)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”).
ReachLocal Inc – Contract (May 7th, 2015)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.
ReachLocal Inc – ReachLocal Reports First Quarter 2015 Results Company Strengthens Financial Position with $25 Million 3-year Term Loan (May 5th, 2015)(WOODLAND HILLS, CA) – May 5, 2015 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, today reported financial results for the first quarter ended March 31, 2015.
ReachLocal Inc – SALES PROMOTION ADDENDUM TO GOOGLE ADWORDS PSP ADDENDUM (March 13th, 2015)This addendum (“Sales Promotion Addendum”) to the Google AdWords PSP Addendum (as defined below) is entered into by and between:
ReachLocal Inc – ReachLocal Reports Fourth Quarter and 2014 Results (February 10th, 2015)(WOODLAND HILLS, CA) – February 10, 2015 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, today reported financial results for the fourth quarter and 2014.
ReachLocal Inc – PRESS RELEASE Tom Hale and Larry Kutscher Join ReachLocal Board of Directors James Geiger Appointed Chairman of the Board; David Carlick and Robert Dykes Retire (December 11th, 2014)WOODLAND HILLS, Calif. — December 11, 2014 – ReachLocal Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, announced today that the company’s Board of Directors has elected James Geiger as its Chairman and appointed two new members: Tom Hale, Chief Product Officer of HomeAway.com and Larry Kutscher, Chief Executive Officer of TravelClick. The appointments are effective immediately.
ReachLocal Inc – REACHLOCAL, INC. Separation Agreement And General Release (November 6th, 2014)Daniel Della Flora (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 the date Executive signs this Agreement (the “Effective Date”).
ReachLocal Inc – Enters into Definitive Agreement to Acquire Kickserv, A Provider of Cloud-Based Business Management Software for Service Businesses (November 4th, 2014)(WOODLAND HILLS, CA) – November 4, 2014 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering online marketing for local businesses, today reported financial results for the third quarter ended September 30, 2014.
ReachLocal Inc – Google AdWords PSP Addendum (August 7th, 2014)This Google AdWords PSP Addendum (“Addendum”) is entered into by ReachLocal, Inc. (“ReachLocal US”), ReachLocal Europe B.V. (“ReachLocal Europe”) and the ReachLocal Affiliates on behalf of themselves and their Affiliates as of July 1, 2014 (“Effective Date”) (each a “PSP” or “Customer” and, collectively, “ReachLocal PSP”) and Google Inc. and the Google Affiliates (together, “Google”). This Addendum is an addendum to the Google Advertising Program Terms (available at www.google.com/ads/terms, the version of such terms applicable to a PSP being determined by the country in which the relevant PSP entity’s billing address is located, the “Ads Terms”), which are hereby incorporated by reference. Any use of the AdWords API by PSP will also be subject to the terms and conditions of the AdWords API (available at www.google.com/apis/adwords/terms.html the “API Terms”). This Addendum, the Ads Terms, and, if applicable, the API Terms (collectively, the “PSP Agreements”) govern ReachLocal PSP’s pa
ReachLocal Inc – REACHLOCAL, INC. Separation Agreement And General Release (August 7th, 2014)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”).
ReachLocal Inc – ReachLocal Reports Second Quarter 2014 Results (August 6th, 2014)(WOODLAND HILLS, CA) – August 6, 2014 - ReachLocal, Inc. (NASDAQ:RLOC), a leader in powering digital marketing for local businesses, today reported financial results for the second quarter ended June 30, 2014.
ReachLocal Inc – July 22, 2013 (May 9th, 2014)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.
