EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of July 18, 2007Merger Agreement • July 20th, 2007 • LOCAL.COM • Services-business services, nec • Delaware
EXHIBIT 2.1Share Purchase Agreement • February 10th, 2005 • Interchange Corp • Services-business services, nec
Common StockUnderwriting Agreement • October 7th, 2004 • Interchange Corp • Services-business services, nec • California
Exhibit 4.19 COMMON STOCK PURCHASE WARRANT TO PURCHASE __________ SHARES OF COMMON STOCK OF INTERCHANGE CORPORATION UNDER NASD RULE 2710(g) AND SUBJECT TO LIMITED EXCEPTIONS, THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK SHALL NOT BE SOLD...Common Stock Purchase Warrant • October 7th, 2004 • Interchange Corp • Services-business services, nec • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 31, 2007, by and among Local.com Corporation, a Delaware corporation, with headquarters located at One Technology Drive, Building G, Irvine,...Registration Rights Agreement • August 1st, 2007 • LOCAL.COM • Services-business services, nec • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 22nd, 2004 • Interchange Corp • Services-business services, nec • New York
EXHIBIT 99.2 INTERCHANGE CORPORATION 1999 INCENTIVE EQUITY PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • November 19th, 2004 • Interchange Corp • Services-business services, nec • California
EXHIBIT 4.13 SECURITY AGREEMENT The parties to this Security Agreement are: SECURED PARTY: Name: Frastacky Associates, Inc., an Ontario, Canada Corporation Business Address: 130 Bloor Street West, Suite 1200, Toronto, Ontario M5S IN5, Canada DEBTOR:...Security Agreement • September 16th, 2004 • Interchange Corp • Services-business services, nec • California
EXHIBIT 4.7 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A...Promissory Note • August 11th, 2004 • Interchange Corp • Services-business services, nec
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of July 31, 2007, by and among Local.com Corporation, a Delaware corporation, with headquarters located at One Technology Drive, Building G, Irvine,...Securities Purchase Agreement • August 1st, 2007 • LOCAL.COM • Services-business services, nec • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration 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”).
EXTENSION AGREEMENTExtension Agreement • September 16th, 2004 • Interchange Corp • Services-business services, nec
EXHIBIT 10.08 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 03, 2003 (the "Date of this Agreement"), is made by and between eLiberation.com Corporation, a Delaware corporation (the "Employer"), and Douglas...Employment Agreement • August 11th, 2004 • Interchange Corp • Services-business services, nec • California
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of December 20, 2004, by and among Interchange Corporation, a Delaware corporation (the "COMPANY"), and the investors signatory...Registration Rights Agreement • December 22nd, 2004 • Interchange Corp • Services-business services, nec • New York
EXHIBIT 4.5 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE...Promissory Note • August 11th, 2004 • Interchange Corp • Services-business services, nec
RECITALSPurchase Agreement • February 26th, 2007 • LOCAL.COM • Services-business services, nec • New York
Local.com Corporation and Computershare Trust Company, N.A. Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of October 15, 2008Preferred 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.
LOCAL.COM CORPORATION LOAN AND SECURITY AGREEMENTLoan 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”).
INVESTOR RIGHTS AGREEMENTInvestor 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 AGREEMENTEmployment 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”).
RECITALSIndemnity Agreement • August 11th, 2004 • Interchange Corp • Services-business services, nec • Delaware
LOCAL.COM CORPORATION KRILLION, INC. SCREAMIN MEDIA GROUP, INC. LOAN AND SECURITY AGREEMENTLoan 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”).
EXHIBIT 4.15 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ANY STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED BY THE...Convertible Secured Promissory Note • August 11th, 2004 • Interchange Corp • Services-business services, nec • Delaware
LEASE (SINGLE TENANT; NET) BETWEENLease • March 23rd, 2005 • Interchange Corp • Services-business services, nec • California
ASSET PURCHASE AGREEMENTAsset 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.”
ContractWarrant Agreement • April 11th, 2013 • LOCAL Corp • 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.
LOCAL.COM CORPORATION 4,000,000 Shares Common Stock ($0.00001 par value) Underwriting AgreementUnderwriting 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.
EXHIBIT 4.11 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A...Promissory Note • August 11th, 2004 • Interchange Corp • Services-business services, nec
LOAN AND SECURITY AGREEMENTLoan 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:
ASSET PURCHASE AGREEMENTAsset 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”).
EXHIBIT 10.11 PRIORITIZED LISTINGS SYNDICATION AGREEMENT THIS PRIORITIZED LISTINGS SYNDICATION AGREEMENT (the "Agreement"), made as of October 12, 2001 (the "Effective Date"), is made by and between LookSmart, Ltd., a Delaware corporation...Prioritized Listings Syndication Agreement • September 16th, 2004 • Interchange Corp • Services-business services, nec • California
EXHIBIT 4.17 LOAN EXTENSION AND CONVERSION AGREEMENT This Extension and Conversion Agreement ("Agreement") is entered into as of April 1, 2004, by and between Frastacky Associates, Inc. ("Frastacky") and Interchange Corporation (formerly known as...Loan Extension and Conversion Agreement • August 11th, 2004 • Interchange Corp • Services-business services, nec
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.Yahoo! Publisher Network Contract • January 6th, 2011 • LOCAL.COM • 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 AGREEMENTStock Option Agreement • June 4th, 2008 • LOCAL.COM • 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.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 14th, 2014 • LOCAL Corp • Services-business services, nec • California
This Separation and General Release Agreement (the “Agreement”) is being entered into by and between Local Corporation (“Employer” or the “Company”) and Heath Clarke (“Employee”) (collectively the “Parties”) as of the date of Employee’s execution of this Agreement (the “Date of this Agreement”).
