INDEMNITY AGREEMENTIndemnity Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 20 , between Yodle, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractAgreement of Lease • July 8th, 2014 • Yodle Inc • Services-advertising agencies • New York
THIS AGREEMENT OF LEASE (this “Lease”), made as of this 23rd day of October, 2008 by and between Matana LLC, having an office do The Moinian Group, 530 Fifth Avenue, Suite 1800, New York, New York 10036 (“Landlord”) and Yodle, Inc. having an office at 50 West 23rd Street, New York, New York (“Tenant”).
LEASE AMENDMENTLease Amendment • July 8th, 2014 • Yodle Inc • Services-advertising agencies
WHEREAS Matana LLC as landlord (“Original Landlord”) and Tenant as tenant entered into that certain lease dated as of October 23, 2008 (the “Original Lease”) covering certain premises known as Suite 401 (the “Original Premises”) more particularly described in the Lease and located on the fourth (4th) floor in the building known as 50 West 23rd Street, New York, New York (the “Building”); and
SUBORDINATION AGREEMENTSubordination Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies • New York
This Subordination Agreement (the “Agreement”) is made as of September 9, 2013, by and between ROGERS COMMUNICATIONS INC., with its principal place of business at 333 Bloor Street East, Toronto, Ontario M4W 1G9 (“Creditor”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”).
SECOND AMENDMENT TO LEASE,Lease, • May 14th, 2014 • Yodle Inc • Services-advertising agencies
THIS SECOND AMENDMENT TO LEASE (the “Agreement”), made as of the October 14, 2013, by and between 50 WEST 23rd STREET A LLC, a New York limited liability company and 50 WEST 2rd STREET B LLC, as tenants-in-common, each having an office at c/o Two Trees Management Co., Inc., 45 Main Street, Suite 602, Brooklyn, New York 11201, (the “Landlord”), and YODLE, INC., a Delaware corporation, qualified to do business in the State of New York, having a mailing address of 50 West 23rd Street, Suite 401, New York, New York 10010 (the “Tenant”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 8th, 2014 • Yodle Inc • Services-advertising agencies • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 28, 2013, is made and entered into by and among Yodle, Inc., a Delaware corporation (the “Parent”), LH Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Lighthouse Practice Management Group, Inc., a Georgia corporation (the “Company”), and Brian Smith, solely in his capacity as the Representative (the “Representative”) hereunder, the entities that are Shareholders of the Company as of the date hereof and the Shareholder Beneficiaries as of the date hereof.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies
This Intellectual Property Security Agreement is entered into as of September 9, 2013 by and between ROGERS COMMUNICATIONS, INC. (“Lender”) and YODLE, INC. (“Grantor”).
YODLE, INC. Non-Qualified Stock Option AgreementQualified Stock Option Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies • Delaware
Yodle, Inc., a Delaware corporation (the “Company”), hereby grants as of [ ], to [ ] (the “Optionee”), an option to purchase a maximum of [ ] shares (individually, a “Share”, and collectively, the “Shares”) of its Common Stock, $.0002 par value per share (the “Common Stock”), at the price of $[ ] per Share on the following terms and conditions:
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 8th, 2014 • Yodle Inc • Services-advertising agencies • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of February 28, 2013, by and among (i) Yodle, Inc., a Delaware corporation (the “Company”), and (ii) each of the investors listed on Schedule A hereto (the “Investors”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies
This Intellectual Property Security Agreement is entered into as of September 29, 2011, by and between SILICON VALLEY BANK (“Bank”) and YODLE, INC. (“Grantor”).
Natpal, Inc. March 19, 2007 Dear Court Cunningham,Yodle Inc • July 11th, 2014 • Services-advertising agencies • Delaware
On behalf of the Board of Directors (the “Board”) of Natpal Inc (the “Company”), I am very pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer (the “Offer” or “Agreement”). Please note that this offer letter is contingent upon the successful completion of reference calls and a background check.
LOAN AND SECURITY AGREEMENTJoinder Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies • Texas
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 9, 2013 (the “Effective Date’”) between (a) ROGERS COMMUNICATIONS INC., with its principal place of business at 333 Bloor Street East, Toronto, Ontario M4W 1G9 (“Lender”), and (b)(i) YODLE, INC. (f/k/a NATPAL, INC.), a Delaware corporation with its chief executive office located at 50 West 23rd Street, 4th Floor, New York, New York 10010 (“Yodle”), (b)(ii) PROFITFUEL, INC., a Delaware corporation with its chief executive office located at 12234 N I H 35, Bldg B, Austin, Texas 78753 (“ProfitFuel”), and (b)(iii) LIGHTHOUSE PRACTICE MANAGEMENT GROUP, INC., a Delaware corporation (“Lighthouse” and, together with Yodle and ProfitFuel, jointly, severally, individually and collectively, the “Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:
YODLE, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies • Delaware
Yodle, Inc., a Delaware corporation (the “Company”), hereby grants as of [ , ], to [ ] (the “Employee”), an option to purchase a maximum of [ ] shares (individually, a “Share”, and collectively, the “Shares”) of its Common Stock, $.0002 par value per share (the “Common Stock”), at the price of $[ ] per Share on the following terms and conditions:
February 1, 2010 Matana LLC c/o The Moinian Group New York, New York 10036 Re: Agreement of Lease dated October 28, 2008, (the “Lease”), between Matana. LLC (“Landlord”) and Yodle, Inc. (“Tenant”), with respect to certain premises on the fourth floor...Yodle Inc • May 14th, 2014 • Services-advertising agencies
This letter shall confirm that the Additional Space Inclusion Date shall mean February 1, 2010 and that Tenant accepts the Additional Space In its “As-is” condition as of that date. Landlord hereby agrees that Tenant shall be allowed to perform certain Alterations In the Additional Space (subject to review and consent from Landlord) as of the Additional Space Inclusion Date, but shall not be permitted to operate Its business in the Additional Space, and shall only be permitted to perform work in order to prepare the space for its use, prior to March 1, 2010.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 11th, 2014 • Yodle Inc • Services-advertising agencies
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 12, 2013 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation and with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and (b)(i) YODLE, INC. (f/k/a NATPAL, INC.), a Delaware corporation (“Yodle”), (ii) PROFITFUEL, INC., a Delaware corporation (“ProfitFuel”), and (iii) LIGHTHOUSE PRACTICE MANAGEMENT GROUP, INC., a Delaware corporation (“Lighthouse”, and together with ProfitFuel and Yodle, jointly and severally, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of May 22, 2007, between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of July 18, 2008, between Borrower and Bank, as amended by a c
