0001437749-12-007709 Sample Contracts

AMENDMENT NUMBER TWO TO GOOGLE ADWORDS RESELLER AGREEMENT
Google Adwords 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

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AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 3rd, 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

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