10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission file number 001-34749

REACHLOCAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-0498783
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

21700 Oxnard Street, Suite 1600 Woodland Hills, California	91367
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 274-0260

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Class	Number of Shares Outstanding on May 12, 2010
Common Stock, $0.00001 par value	29,077,954

INDEX

			Page
Part I	Financial Information
	Item 1.	Condensed Consolidated Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010		3
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010		4
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010		5
		Notes to the Condensed Consolidated Financial Statements		6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		27
	Item 4.	Controls and Procedures		27
Part II.	Other Information
	Item 1.	Legal Proceedings		29
	Item 1A.	Risk Factors		29
	Item 6.	Exhibits		29
		Signatures		30

2

PART I

FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

REACHLOCAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

	March 31,			December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	76,409		$	79,906
Short-term investments		8,212			8,208
Accounts receivable, net of allowance for doubtful accounts of $463 and $373 at March 31, 2011 and December 31, 2010, respectively		3,533			3,295
Prepaid expenses and other current assets		2,289			2,376
Total current assets		90,443			93,785
Property and equipment, net		7,566			6,710
Capitalized software development costs, net		12,039			10,803
Restricted certificates of deposit		867			801
Intangible assets, net		4,520			2,963
Other assets		1,326			1,400
Goodwill		41,766			34,118
Total assets	$	158,527		$	150,580
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	28,443		$	27,471
Accrued expenses		13,887			14,234
Deferred payment obligations		2,379			530
Deferred revenue and other current liabilities		27,347			24,656
Total current liabilities		72,056			66,891
Deferred rent and other liabilities		1,658			1,673
Total liabilities		73,714			68,564
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Common stock, $0.00001 par value—140,000 shares authorized; 28,828 and 28,165 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively		—			—
Receivable from stockholder		(87	)		(87	)
Additional paid-in capital		104,303			98,140
Accumulated deficit		(19,491	)		(16,044	)
Accumulated other comprehensive income		88			7
Total stockholders’ equity		84,813			82,016
Total liabilities and stockholders’ equity	$	158,527		$	150,580

See notes to condensed consolidated financial statements.

3

REACHLOCAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months  Ended March 31,
	2011			2010
Revenue	$	84,058		$	63,626
Cost of revenue		44,500			34,839
Operating expenses:
Selling and marketing		32,419			23,940
Product and technology		3,539			2,344
General and administrative		7,077			5,385
Total operating expenses		43,035			31,669
Loss from operations		(3,477	)		(2,882	)
Other income (expense), net		196			(10	)
Loss before provision for income taxes		(3,281	)		(2,892	)
Provision (benefit) for income taxes		166			(638	)
Net Loss		(3,447	)		(2,254	)
Net loss per share available to common stockholders:
Basic	$	(0.12	)	$	(0.32	)
Diluted	$	(0.12	)	$	(0.32	)
Weighted average common shares used in computation of net loss per share available to common stockholders:
Basic		28,461			6,968
Diluted		28,461			6,968
The following earnings per share information is presented as if all preferred shares were converted into common stock as of the beginning of the period presented.
Net loss per share, as if converted:
Basic	$	(0.12	)	$	(0.10	)
Diluted	$	(0.12	)	$	(0.10	)
Weighted average common shares used in computation of net income (loss) per share, as if converted:
Basic		28,461			23,680
Diluted		28,461			23,680

See notes to condensed consolidated financial statements.

4

REACHLOCAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended March 31,
	2011			2010
Cash flow from operating activities:
Net loss	$	(3,447	)	$	(2,254	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		2,479			1,234
Stock-based compensation, net		1,778			1,085
Provision for doubtful accounts		90			35
Provision for deferred income taxes		—			(702	)
Accrual of interest on deferred payment obligations		—			136
Changes in operating assets and liabilities:
Accounts receivable		(287	)		(21	)
Prepaid expenses and other current assets		(29	)		308
Other assets		86			86
Accounts payable and accrued expenses		730			388
Deferred revenue and other liabilities		2,629			2,234
Net cash provided by operating activities		4,029			2,529
Cash flow from investing activities:
Additions to property, equipment and software		(3,933	)		(1,682	)
Purchase of DealOn, net of acquired cash		(5,793	)		—
Purchase of SMB:LIVE, net of acquired cash		—			(2,753	)
Purchase of restricted certificates of deposit		(57	)		—
Purchase of short-term investments		(4	)		(15	)
Net cash used in investing activities		(9,787	)		(4,450	)
Cash flow from financing activities:
Proceeds from exercise of stock options		1,946			147
Deferred offering costs		—			(899	)
Net cash provided by (used in) financing activities		1,946			(752	)
Effect of exchange rate changes on cash		315			80
Net change in cash and cash equivalents		(3,497	)		(2,593	)
Cash and cash equivalents—beginning of period		79,906			35,379
Cash and cash equivalents—end of period	$	76,409		$	32,786
Supplemental disclosure of other cash flow information:
Cash paid for (refund of) income taxes	$	6		$	(38	)
Supplemental disclosure of non-cash investing and financing activities:
Capitalized software development costs resulting from stock-based compensation and deferred payment obligations	$	650		$	199
Accrued offering costs	$	—		$	2,604
Accrued purchases of fixed assets	$	353		$	95
Deferred payment obligations	$	1,849		$	137

See notes to condensed consolidated financial statements.

5

REACHLOCAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011 and December 31, 2010

1. Organization and Description of Business

ReachLocal, Inc. (the “Company”) was incorporated in the state of Delaware in August 2003. The Company’s operations are located in the United States, Canada, Australia, the United Kingdom, India and Germany. The Company’s mission is to help small- and medium-sized businesses (SMBs) acquire, maintain and retain customers via the Internet. The Company offers a comprehensive suite of online marketing solutions, including search engine marketing (ReachSearch™), Web presence (ReachCast™), display advertising (ReachDisplay™) and remarketing, online marketing analytics (TotalTrack^®), and an out-of-the-box assisted chat service (TotalLiveChat™), each targeted to the SMB market. The Company delivers these solutions to SMBs through a combination of its proprietary RL Platform and its direct, internally-trained, “feet-on-the-street” sales force of Internet Marketing Consultants, or IMCs, which the Company refers to as its Direct Local Channel. In addition, the Company sells to national brands with operations in multiple local markets and select third-party agencies and resellers through its National Brands, Agencies, and Resellers channel. On February 8, 2011, the Company acquired DealOn, LLC (“DealOn”), a deal commerce company that operates in the United States.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of ReachLocal, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The condensed consolidated balance sheet as of December 31, 2010, included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s statement of financial position at March 31, 2011, the Company’s results of operations for the three months ended March 31, 2011 and 2010, and its cash flows for the three months ended March 31, 2011 and 2010. The results for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the year ending December 31, 2011. All references to the three months ended March 31, 2011 and 2010 in the notes to the condensed consolidated financial statements are unaudited.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements. Therefore, actual results could differ from those estimates.

Software Development Costs

The Company capitalizes costs to develop software when management has determined that the development efforts will result in new or additional functionality or new products. Costs capitalized as internal use software are amortized on a straight-line basis over the estimated three year useful life. Costs incurred prior to meeting these criteria and costs associated with ongoing maintenance are expensed as incurred and are recorded along with amortization of capitalized software development costs as product and technology expenses within the accompanying consolidated statements of operations.

6

Goodwill

At March 31, 2011 and December 31, 2010, the Company had $41,766,000 and $34,118,000 of goodwill, respectively, attributable to business acquisitions completed from 2009 through 2011.

Management evaluates goodwill for impairment using a two-step process that is performed at least annually, or whenever events or circumstances indicate that goodwill may be impaired. The first step is a comparison of the estimated fair value of an internal reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its estimated fair value, the second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied value of the goodwill. If the carrying amount of goodwill is greater than the implied value, an impairment is recognized for the difference. Management performs an annual impairment test of goodwill as of the first day of each fiscal fourth quarter.

Revenue Recognition

The Company recognizes revenue for its services when all of the following criteria are satisfied:

• persuasive evidence of an arrangement exists;

• services have been performed;

• the selling price is fixed or determinable; and

• collectability is reasonably assured.

The Company recognizes revenue as the cost for the third-party media is incurred, which is upon delivery of the advertising on behalf of its clients. The Company recognizes revenue for its ReachSearch product as clicks are recorded on sponsored links on the various search engines and for its ReachDisplay product when the display advertisements record impressions or as otherwise provided in its agreement with the applicable publisher. The Company recognizes revenue for its ReachCast product on a straight line basis over the applicable service period for each campaign. The Company recognizes revenue when it charges set-up, management service or other fees on a straight line basis over the term of the related campaign contract or the completion of any obligation for services, if shorter. When the Company receives advance payments from clients, management records these amounts as deferred revenue until the revenue is recognized. When the Company extends credit, management records a receivable when the revenue is recognized.

When the Company sells through agencies, it either receives payment in advance of services or in some cases extends credit. The Company pays each agency an agreed-upon commission based on the revenue it earns or cash it receives. Some agency clients who have been extended credit may offset the amount otherwise due to the Company by any commissions they have earned. Management evaluates whether it is appropriate to record the gross amount of campaign revenue or the net amount earned after commissions. As the Company is the primary party obligated in the arrangement, subject to the credit risk, with discretion over both price and media, management recognizes the gross amount of such sales as revenue and any commissions are recognized as a selling and marketing expense.

The Company also has a small number of resellers. Resellers integrate the Company’s services, including ReachSearch, ReachDisplay, ReachCast, remarketing and TotalTrack, into their product offerings. In each case, the resellers integrate with the Company’s RL Platform through a custom Application Programming Interface (API). Resellers are responsible for the price and specifications of the integrated product offered to their clients. Resellers pay the Company in arrears, net of commissions and other adjustments. Management recognizes revenue generated under reseller agreements net of the agreed-upon commissions and other adjustments earned or retained by the reseller, as management believes that the reseller has retained sufficient control and bears sufficient risks to be considered the primary obligor in those arrangements.

The Company offers future incentives to clients in exchange for minimum annual commitments. In these circumstances, management estimates the amount of the future incentives that will be earned by clients and defers a portion of the otherwise recognizable revenue. Estimates are based upon a statistical analysis of previous campaigns for which such incentives were offered. Should a client not meet its minimum annual commitment and no longer qualify for the incentive, management recognizes the revenue previously deferred related to the estimated incentive.

During the first quarter of 2011, the Company began selling discounted deals to consumers on behalf of its SMB clients through the Company’s DealOn platform. The Company earns a commission for acting as an agent in these transactions, which are recorded on a net basis and are included in revenue upon completion of the sale of the deal to the consumer. The liability for redemption and potential income for breakage remain with the SMB client; therefore, the Company does not record redemption or breakage of the deals. The Company applies a sales allowance for potential consumer refunds.

7

Stock-Based Compensation

The Company accounts for stock-based compensation based on fair value. The Company follows the attribution method, which reduces current stock-based compensation expenses recorded by the effect of anticipated forfeitures. Management estimates forfeitures based upon its historical experience, which has resulted in a small expected forfeiture rate.

The fair value of each award is estimated on the date of the grant and amortized over the requisite service period, which is the vesting period. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating the value per share of common stock, volatility, expected term and risk-free interest rate. The assumptions used in calculating the fair value of stock-based awards represent management’s estimate based on judgment and subjective future expectations. These estimates involve inherent uncertainties. If any of the assumptions used in the Black-Scholes model significantly changes, stock-based compensation for future awards may differ materially from the awards granted previously.

Net Loss Per Share

Basic net loss per share available to common stockholders is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share available to common stockholders is computed by dividing the net loss for the period by the weighted average number of common and potential dilutive shares outstanding during the period, to the extent such shares are dilutive. Potential dilutive shares are composed of incremental common shares issuable upon the exercise of stock options, warrants and unvested restricted shares using the treasury stock method and convertible preferred stock under the if-converted method, where such conversions are dilutive.

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per common share as they would be anti-dilutive (in thousands):

	Three Months Ended March 31,
	2011		2010
Convertible preferred stock		—		16,712
Restricted stock subject to repurchase		146		98
SMB:LIVE acquisition—deferred stock consideration		312		149
Stock options and warrant		3,806		612
		4,264		17,571

Unaudited Pro Forma Net Loss Per Share

Pro forma basic and diluted net loss per share has been computed to give effect to the conversion of the Company’s preferred stock (using the “if converted” method) into common stock as though the conversion had occurred at the beginning of the period (in thousands, except per share data). There were no shares of preferred stock authorized or outstanding as of March 31, 2011.

	Three Months Ended March 31, 2010
Net loss	$	(2,254	)
Basic shares:
Weighted average number of common shares outstanding		6,968
Add conversion of preferred stock		16,712
		23,680
Diluted shares:
Weighted average number of common shares outstanding		6,968
Add conversion of preferred stock		16,712
Weighted average shares used to compute diluted net loss per share available to common shareholders		23,680
Net loss per share:
Basic	$	(0.10	)
Diluted	$	(0.10	)

8

Recently Issued Accounting Standards

ASC Topic 350-10-65-2, Intangibles- Goodwill and Other – When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts, specifies that an entity must assess whether it is more likely than not that a goodwill impairment exists for each reporting unit with a zero or negative carrying amount. If it is more likely than not that a goodwill impairment exists, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss. This pronouncement is effective for the Company as of January 1, 2011. The adoption of this accounting update did not have a material impact on the condensed consolidated financial statements.

ASC Topic 805-10-65-2, Business Combinations - Disclosure of Supplementary Pro Forma Information for Business Combinations, specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current period had occurred as of the beginning of the comparable prior reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective for business combinations for which the acquisition date is on or after January 1, 2011. The adoption of this accounting update did not have a material impact on the condensed consolidated financial statements.

3. Fair Value of Financial Instruments

The Company applies the fair value hierarchy for financial instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, that are used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table summarizes the basis used to measure certain of the Company’s financial assets that are carried at fair value (in thousands):

	Balance  at March 31, 2011		Basis of Fair Value Measurement
			Quoted Prices in Active Markets for Identical Items (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	76,409	$	76,409	$	—	$	—
Certificates of deposit	$	9,079	$	9,079	$	—	$	—
			Basis of Fair Value Measurement
	Balance at December 31, 2010		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant  Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	79,906	$	79,906	$	—	$	—
Certificates of deposit	$	9,009	$	9,009	$	—	$	—

9

4. Acquisitions

Intangible Assets Acquired in Prior Periods

As of March 31, 2011, intangible assets from the acquisitions of ReachLocal Australia Pty Ltd. (“ReachLocal Australia”) and SMB:LIVE Corporation (“SMB:Live”) included customer relationships of $1,110,000 (net of accumulated of amortization of $1,190,000) and developed technology of $1,469,000 (net of accumulated amortization of $831,000). Intangible assets are amortized on a straight-line basis over the estimated useful life of three years. Based on the current amount of intangibles subject to amortization, the estimated amortization expense for the succeeding three years is as follows (in thousands):

Year Ended December 31,
2011 (9 months)	$	1,150
2012		1,302
2013		127
Total	$	2,579

For the three months ended March 31, 2011 and 2010, amortization expense related to the ReachLocal Australia and SMB:LIVE intangibles was $384,000 and $256,000, respectively.

Acquisition of DealOn

On February 8, 2011, the Company entered into an agreement to acquire all of the outstanding member interests of DealOn for consideration of up to approximately $9,566,000 in cash and stock. DealOn is a deal commerce company that operates in the United States and provides the Company with a turnkey platform to strategically enter the local deals space.

On the closing date, the Company paid $5,793,000 in cash and issued 82,878 shares of its common stock, valued at $1,895,000 based on fair value of the Company’s stock on the acquisition date. The balance of the purchase price of $1,955,000 (the “DealOn Deferred Consideration”), is payable in cash of $1,468,000 and in 21,297 shares of the Company’s common stock, and is subject to adjustment under the terms of the acquisition agreement. The following table summarizes the DealOn Deferred Consideration milestone payments, subject to adjustment under the acquisition agreement (in thousands):

	Deferred Cash Consideration		Deferred Stock Consideration		Total
February 2012	$	734	$	243	$	977
August 2012		367		122		489
February 2013		367		122		489
Total Deferred Consideration	$	1,468	$	487	$	1,955

For purposes of determining the Company’s acquisition consideration, management discounted the DealOn Deferred Consideration to its present value, or $1,878,000. The Company recorded acquired assets and liabilities at their respective fair values. The following table summarizes the fair value of assets and liabilities acquired (in thousands):

Assets acquired:
Accounts receivable	$	41
Property and equipment		3
Other current assets		15
Intangible assets		2,080
Goodwill		7,648
Total assets acquired		9,787
Liabilities assumed:
Accounts payable and accrued expenses		221
Total fair value of assets and liabilities acquired	$	9,566

10

The intangible assets acquired consist of DealOn’s relationships, technology and trademarks, which are being amortized over one to three years, their respective estimated useful lives using the straight line method. At March 31, 2011, the remaining amortization of intangibles is as follows (in thousands):

Year Ended December 31,
2011 (9 months)		731
2012		598
2013		553
2014		59
Total	$	1,941

For the three months ended March 31, 2011, amortization expense related to the acquired intangibles was $139,000.

In connection with the acquisition, the Company incurred approximately $414,000 in costs that are reflected in general and administrative expense in the accompanying condensed consolidated financial statements for the three months ended March 31, 2011. The results of DealOn’s operations for the period post-acquisition were not significant for the period ended March 31, 2011.

5. Software Development Costs

Capitalized software development costs consisted of the following (in thousands):

	March  31, 2011			December  31, 2010
Capitalized software development costs	$	19,585		$	17,125
Accumulated amortization		(7,546	)		(6,322	)
Capitalized software development costs, net	$	12,039		$	10,803

The Company recorded amortization expense of $1,224,000 and $476,000 for the three months ended March 31, 2011 and 2010, respectively. As of March 31, 2011, $1,027,000 of capitalized software development costs are related to projects still in process.

6. Commitments and Contingencies

Deferred Payment Obligations

On February 22, 2011, the Company made a deferred payment required under the SMB:LIVE acquisition agreement in the amount of $165,000 and issued 90,062 shares of its common stock. The payment reflected an adjustment for working capital as contemplated by the SMB:LIVE acquisition agreement. The remaining deferred payment obligations under the SMB:LIVE acquisition agreement are based on achieving certain milestones tied to employee retention objectives and include $827,000 of deferred cash consideration and 274,630 shares of the Company’s common stock.

As part of the acquisition of DealOn, the Company will pay up to approximately $1,468,000 in cash and 21,297 shares of its common stock, subject to adjustment under the terms of the acquisition agreement (see Note 4).

Litigation

From time to time the Company is involved in legal proceedings arising in the ordinary course of its business. The Company believes that there is no litigation pending that is likely to have a material adverse effect on its results of operations and financial condition.

On March 1, 2010, a class action lawsuit was filed by two of the Company’s former employees in California Superior Court in Los Angeles, California. The complaint alleged wage and hour violations in a Fair Labor Standards Act collective action and a California class action. On November 17, 2010, the Company executed a memorandum of understanding to settle the class action for $800,000, which includes legal costs resulting in a charge of $832,000. On or about February 2, 2011, a second class action lawsuit was filed by former employees alleging substantially similar wage and hour violations. Accordingly, this lawsuit will be consolidated with the prior class action and it is not expected to disrupt the prior settlement or result in material additional costs.

11

DealOn, a company we acquired in February 2011, has been sued in two patent infringement matters and has also received a letter claiming that its technology infringes other third-party patents. Each of the cases is at an early stage and the Company has not yet determined the amount of liability, if any, that may result from the lawsuits. At this time, however, the Company does not believe that these litigations will have a material adverse effect on the company.

7. Stock-Based Compensation

Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and recognized on a straight line basis over the requisite service period, which is generally the vesting period.

The following table summarizes vested and unvested options activity (number of shares in thousands):

	All Options					Vested Options					Unvested Options
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at December 31, 2010		6,235			9.88		3,247			7.58		2,988			12.45
Granted		965			22.08		2			20.98		963			22.08
Options vesting		—			—		294			11.14		(294	)		11.14
Exercised		(486	)		3.92		(486	)		3.92		—			—
Forfeited		(106	)		13.12		(25	)		12.97		(81	)		13.17
Outstanding at March 31, 2011		6,608		$	12.05		3,032		$	8.45		3,576		$	15.17

The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the three months ended March 31, 2011. There were no options granted during the three months ended March 31, 2010.

	Three Months ended March 31, 2011
Expected dividend yield		0	%
Risk-free interest rate		2.30	%
Expected life (in years)		4.75
Expected volatility		58.5	%

The weighted average remaining contractual life of all options outstanding as of March 31, 2011 was 5.47 years. The remaining contractual life for options vested and exercisable at March 31, 2011 was 4.92 years. Furthermore, the aggregate intrinsic value of all options outstanding as of March 31, 2011 was $54,559,000, and the aggregate intrinsic value of options vested and exercisable at March 31, 2011 was $35,682,000, in each case based on the fair value of the Company’s common stock on March 31, 2011. The per share weighted average grant date fair value of unvested options as of March 31, 2011 was $6.85. The per share weighted average grant date fair value of options vested during the three months ended March 31, 2011 was $3.83. The per share weighted average grant date fair value of options forfeited during the three months ended March 31, 2011 was $6.07. The total fair value of options vested during the three months ended March 31, 2011was $1,127,000. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2011 was $8,355,000.

Restricted Stock

The following table summarizes the activity of restricted stock agreements (in thousands):

	Restricted Stock		Vested		Unvested
Outstanding at December 31, 2010		2,662		2,535		127
Issuance of restricted stock units		44		—		44
Vested		—		6		(6	)
Outstanding at March 31, 2011		2,706		2,541		165

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Stock-based compensation expense

In conjunction with the Company’s stock option plan, restricted shares and reserved shares issuable in connection with SMB:LIVE, the Company records stock-based compensation expense net of capitalized stock-based compensation in association with software development costs. The following table summarizes stock-based compensation (in thousands):

	Three Months  Ended March 31,
	2011		2010
Stock-based compensation	$	2,328	$	1,284
Less: Capitalized stock-based compensation		550		199
Stock-based compensation expense, net	$	1,778	$	1,085

Stock-based compensation, net of capitalization, is included in the accompanying consolidated statements of operations, in the following caption (in thousands):

	Three Months  Ended March 31,
	2011		2010
Stock compensation, net of capitalization
Cost of revenue	$	51	$	91
Selling and marketing		378		181
Product and technology		258		264
General and administrative		1,091		549
	$	1,778	$	1,085

As of March 31, 2011, there was $24,542,000 of unrecognized stock-based compensation related to restricted stock, outstanding stock options, and SMB:LIVE deferred stock consideration, net of estimated forfeitures. This amount is expected to be recognized over a weighted average period of 1.6 years. Future stock-based compensation for these awards may differ in the event actual forfeitures deviate from management’s estimates.

8. Income Taxes

The Company follows ASC Topic 740-270, Income taxes—Interim Reporting, for the computation and presentation of its interim period tax provision. Accordingly, management estimates the effective annual tax rate and applies this rate to the year-to-date pre-tax book income to determine the interim provision for income taxes. For the three months ended March 31, 2011, the income tax provision amounted to $166,000 and relates to federal, state, local and foreign income taxes. The income tax benefit for the three months ended March 31, 2010 was primarily attributable to the acquisition of SMB:LIVE, in which we recorded a one-time discrete deferred tax benefit of $701,000.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. All of the Company’s income tax returns since inception are open to examination by federal, state, and foreign tax authorities. In August of 2010, the Internal Revenue Service initiated an examination of the Company’s U.S. consolidated 2008 income tax return that was finalized in March 2011 with no proposed adjustments.

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9. Segment Information

Revenue by geographic region with respect to the Direct Local channel and national brands is based on the physical location of the sales office, and with respect to agencies and resellers, is based on the physical location of the agency or reseller. The following summarizes revenue by geographic region (in thousands):

	Three Months Ended March 31,
	2011		2010
Revenue:
North America	$	66,852	$	53,868
International		17,206		9,758
	$	84,058	$	63,626
	March  31, 2011		March  31, 2010
Long lived assets (excluding patents and other intangibles):
North America	$	7,349	$	5,816
International		2,188		970
	$	9,537	$	6,786

10. Subsequent Events

On April 25, 2011, the Company entered into a Google Inc. AdWords Reseller Addendum with Google Inc., and on May 9, 2011, ReachLocal Netherlands B.V. and Google Ireland Limited entered into a Google AdWords Reseller Agreement. Together, the agreements provide that the Company is an authorized reseller of Google’s AdWords product in the designated territories and provide the Company with certain performance bonuses if certain advertiser targets, including certain share of retail requirements, are met. The agreements have a three-year term, subject to broad mutual termination rights as are customary in Google reseller contracts.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

In this document, ReachLocal, Inc. and its subsidiaries are referred to as “we,” “our,” “us,” the “Company” or “ReachLocal.”

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our 2010 Annual Report on Form 10-K.

This quarterly report on Form 10-Q contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our 2010 Annual Report on Form 10-K. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Our mission is to help small- and medium-sized businesses, or SMBs, acquire, maintain and retain customers via the Internet. We offer a comprehensive suite of online marketing and reporting solutions, including search engine marketing, Web presence, display advertising, remarketing and online marketing analytics, each targeted to the SMB market. We deliver these solutions to SMBs through a combination of our proprietary RL Platform and our direct, “feet-on-the-street” sales force of Internet Marketing Consultants, or IMCs, and select third-party agencies and resellers.

We use our RL Platform to create advertising campaigns for SMBs to target potential customers in their geographic area, optimize those campaigns in real time and track tangible results. Through a single Internet advertising budget, we enable our clients to reach local customers across all the major search engines and leading general interest and vertically focused online publishers. In 2010, we expanded the RL Platform to include ReachCast, our full-service Web presence and social media solution. We added local deals, ReachDeals, to our suite of products available to our SMB clients in 2011. Based in or near the cities in which our clients operate, our IMCs establish a direct consultative relationship with our clients and, empowered by the RL Platform, work with the clients to achieve their marketing objectives.

We generate revenue by providing online advertising solutions for our clients through our search engine marketing product, ReachSearch, our display advertising product, ReachDisplay, and our remarketing product. We sell our ReachSearch, ReachDisplay and remarketing products based on a package pricing model in which our clients commit to a fixed fee that includes the media; the optimization, reporting and tracking technologies of the RL Platform; and the personnel dedicated to support and manage their campaigns. We also generate revenue from digital marketing solutions for our clients that do not include the purchase of third-party media through our campaign performance tracking product, TotalTrack, through our assisted chat product, TotalLiveChat, through ReachCast and through ReachDeals. Generally our products are sold to our clients in a single budget to simplify the purchasing process.

We offer our products and services through two primary channels. Our IMCs sell our products and services directly to SMBs, which we refer to as our Direct Local channel. We also sell our products and services through third-party agencies and resellers, and to national or regional businesses with multiple locations, such as franchisors, which we refer to as national brands. Because the sale to agencies, resellers and national brands involves negotiations with businesses that generally represent an aggregated group of SMB advertisers, we group them together as our National Brands, Agencies and Resellers channel.

Starting in late 2010, we extended our product vision to include consumer web sites with a local market focus. In November 2010, Bizzy, a personalized local business recommendation engine for consumers, launched in beta. Based on consumer inputs, Bizzy derives a set of recommendations for local businesses from people who have evidenced similar interests.

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In February 2011, we acquired DealOn. With DealOn, we acquired a deal commerce company that operates in the United States, in addition to a product suite including the DealOn.com destination site, a white-label and co-branded deals platform allowing online publishers to offer deals to their customers, and the recently launched OfferEx deal exchange which enables other deal sites and publishers to supply and/or resell deals through an exchange. DealOn provides the underlying product and infrastructure to support our new ReachDeals product. Deals are generally sourced by dedicated deal specialists.

Business Model and Operating Metrics

Our Direct Local channel represents the majority of our revenue. As a percentage of revenue, Direct Local revenue has increased to 77% for the three months ended March 31, 2011, from 74% during the three months ended March 31, 2010. Growth in Direct Local revenue is primarily driven by the growth in the number of IMCs and increases in IMC productivity.

Number of IMCs

Our ongoing investment in increasing the number of our IMCs has been the principal engine for our growth. Typically, each month we hire 40-60 IMCs, with the hiring weighted towards the first ten months of the year. We refer to IMCs with 12 months or less of experience as Underclassmen. In particular, our growth is driven by the increase in the number of Upperclassmen, who are significantly more productive than our Underclassmen. As such, we believe that our ability to grow our business is highly dependent on our ability to grow the number of our Upperclassmen. Beyond our hiring practices, which determine the number of IMCs to be hired as well as the rate at which we hire them, the increase in the number of Upperclassmen depends primarily on the productivity of Underclassmen, as the majority of Underclassmen attrition has been involuntary and is based on performance relative to a standard level of revenue growth and other performance metrics determined by us. We do not expect all Underclassmen to become Upperclassmen, and our investment decisions anticipate the cost of attrition.

As of March 31, 2011, we had 303 Upperclassmen and 435 Underclassman, for a total of 738 IMCs, as compared to 227 Upperclassmen and 342 Underclassman, for a total of 569 IMCs as of March 31, 2010.

Underclassmen Expense

Underclassmen do not, in the aggregate, make a positive contribution to operating income. Our largest operating expenses include the hiring, training and retention of Underclassmen in support of our goal of developing more Upperclassmen.

Underclassmen Expense is a number we calculate to approximate our investment in Underclassmen and is comprised of the selling and marketing expenses we allocate to Underclassmen during a reporting period. The amount includes the direct salaries and allocated benefits of the Underclassmen (excluding commissions), training and sales organization expenses, including depreciation, allocated based on relative headcount and marketing expenses allocated based on relative revenue. While we believe that Underclassmen Expense provides useful information regarding our approximate investment in Underclassmen, the methodology we use to arrive at our estimated Underclassmen Expense was developed internally by management, is not a concept or method recognized by GAAP and other companies may use different methodologies to calculate or approximate measures similar to Underclassmen Expense. Accordingly, our calculation of Underclassmen Expense may not be comparable to similar measures used by other companies.

Underclassmen Expense was $10.4 million during the three months ended March 31, 2011, as compared to $7.8 million during the three months ended March 31, 2010. The increase in Underclassmen Expense was primarily attributable to increased hiring of Underclassmen as compared to the prior period, including our recent expansion into Germany.

Active Advertisers and Active Campaigns

We track the number of Active Advertisers and Active Campaigns to evaluate the growth, scale and diversification of our business. We also use these metrics to determine the needs and capacity of our sales forces, our support organization and other personnel and resources.

Active Advertisers is a number we calculate to approximate the number of clients directly served through our Direct Local channel as well as clients served through our National Brands, Agencies and Resellers channel. We calculate Active Advertisers by adjusting the number of Active Campaigns to combine clients with more than one Active Campaign as a single Active Advertiser. Clients with more than one location are generally reflected as multiple Active Advertisers. Because this number includes clients served through the National Brands, Agencies and Resellers channel, Active Advertisers includes entities with which we do not have a direct client relationship. Numbers are rounded to the nearest hundred.

Active Campaigns is a number we calculate to approximate the number of individual products or services we are managing under contract for Active Advertisers. For example, if we were performing both ReachSearch and ReachDisplay campaigns for a client, we consider that two Active Campaigns. Similarly, if a client purchased ReachSearch campaigns for two different products or purposes, we consider that two Active Campaigns. Numbers are rounded to the nearest hundred.

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As of March 31, 2011, we had 17,400 Active Advertisers and 24,300 Active Campaigns, as compared to 15,700 Active Advertisers and 19,700 Active Campaigns as of March 31, 2010. Active Advertisers and Active Campaigns increased over the period due to an increase in the number of IMCs selling our products and an increase in the number of products available for our IMCs to sell.

Recent Transactions

On February 8, 2011, we acquired all of the outstanding member interests of DealOn, for consideration of up to approximately $9.6 million in cash and stock. On the closing date, we paid $5.8 million in cash and issued 82,878 shares of our common stock. The balance of the purchase price, $1.5 million in cash and 21,297 in shares of our common stock, is payable, subject to adjustment under the terms of the acquisition agreement, in three installments, with 50% payable in February 2012, 25% payable in August 2012, and 25% payable in February 2013.

On April 25, 2011, we entered into a Google Inc. AdWords Reseller Addendum with Google Inc., and on May 9, 2011, ReachLocal Netherlands B.V. and Google Ireland Limited entered into a Google AdWords Reseller Agreement. Together, the agreements provide that we are an authorized reseller of Google’s AdWords product in the designated territories and provide us with certain performance bonuses if certain advertiser targets, including certain share of retail requirements, are met. The agreements have a three-year term, subject to broad mutual termination rights as are customary in Google reseller contracts.

Basis of Presentation

Sources of Revenue

We derive our revenue principally from the provision and sale of online advertising to our clients. Revenue includes the sale of our ReachSearch, ReachDisplay, remarketing and other products based on a package pricing model in which our clients commit to a fixed fee that includes the media, the optimization, reporting and tracking technologies of the RL Platform, and the personnel dedicated to support and manage their campaigns; the sale of our ReachCast, TotalTrack and TotalLiveChat products; and set-up, management and service fees associated with these products and other services. We distribute our products and services directly through our sales force of IMCs, who are focused on serving SMBs in their local markets through an in-person, consultative process, which we refer to as our Direct Local channel, as well as a separate sales force targeting our National Brands, Agencies and Resellers channel. The sales cycle for sales to SMBs ranges from one day to over a month. Sales to our National Brands, Agencies and Resellers clients generally require several months.

We typically enter into multi-month agreements for the delivery of our ReachSearch, ReachDisplay and ReachCast products. Under our agreements, our SMB clients typically pay, in advance, a fixed fee on a monthly basis, which includes all charges for the included technology and media services, management, third-party content and other costs and fees. We record these prepayments as deferred revenue and only record revenue for income statement purposes as we purchase media and perform other services on behalf of clients. Generally, when at least 85% of requisite purchases and other services have occurred and an additional campaign cycle remains under the agreement, we make an additional billing or automatic collection for the next campaign cycle.

Our National Brands, Agencies and Resellers clients enter into agreements of various lengths or that are indefinite. Our National Brands, Agencies and Resellers clients either pay in a manner similar to Direct Local clients or are extended credit privileges with payment generally due in 30 to 60 days. There were $3.5 million of related accounts receivables at March 31, 2011.

With the acquisition of DealOn, we now offer our SMB clients the ability to offer consumers discounted deals which we promote through our DealOn subscriber list, our publisher network and our deal exchange, all through the DealOn platform. We earn a commission for acting as an agent in these transactions which are recorded on a net basis and are included in revenue upon completion of the sale of the deal to the consumer. The liability for redemption and potential income for breakage remain with the SMB client; therefore, we do not record redemption or breakage of the deals. We record a sales allowance for potential consumer refunds.

Cost of Revenue

Cost of revenue consists primarily of costs of online media acquired from third-party publishers. From time to time, publishers offer the Company rebates based upon various factors and operating rules, including the amount of media purchased. Cost of revenue also includes third-party telephone and information services costs, data center and third-party hosting costs, credit card processing fees, third-party content and other direct costs.

In addition, cost of revenue includes costs to initiate, operate and manage clients’ campaigns, other than costs associated with the Company’s sales force, which are reflected as selling and marketing expenses. Cost of revenue includes salaries, benefits, bonuses and stock-based compensation for the related staff, including the cost of Web Presence Professionals who are the principal service providers for the Company’s ReachCast product, and allocated overhead such as depreciation expense, rent and utilities, as well as an allocable portion of our technical operations costs.

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Operating Expenses

Selling and Marketing. Selling and marketing expenses consist primarily of personnel and related expenses for our selling and marketing staff, including salaries and wages, commissions, benefits, bonuses and stock-based compensation; travel and business costs; training, recruitment, marketing and promotional events; advertising; other brand building and product marketing expenses; and occupancy, technology and other direct overhead costs. A portion of the compensation for IMCs, sales management and other employees in the sales organization is based on commissions.

Product and Technology. Product and technology expenses consist primarily of personnel and related expenses for our product development and technology staff, including salaries, benefits, bonuses and stock-based compensation, and the cost of certain third-party service providers and other expenses, including occupancy, technology and other direct overhead costs. Technology operations costs, including related personnel and third-party costs, are included in product and technology expenses.

We capitalize a portion of costs for software development and, accordingly, include amortization of those costs as product and technology expenses as the RL Platform addresses all aspects of our activities, including supporting the IMC selling and consultation process, online publisher integration, efficiencies and optimization, providing insight to our clients into the results and effects of their online advertising campaigns and supporting all of the financial and other back-office functions of our business.

General and Administrative. General and administrative expenses consist primarily of personnel and related expenses for executive, legal, finance, human resources and corporate communications, including wages, benefits, bonuses and stock-based compensation, professional fees, insurance premiums and other expenses, including occupancy, technology and other direct overhead, certain costs in preparation to become a public company and other corporate expenses.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses. We continually evaluate our estimates, judgments and assumptions based on available information and experience. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

There have been no material changes to our critical accounting policies. For further information on our critical and other significant accounting policies, see our 2010 Annual Report on Form 10-K.

We believe that the following critical accounting policies involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our condensed consolidated financial statements:

• Revenue recognition

• Software development costs

• Income taxes

• Goodwill and intangible assets

• Stock-based compensation

We granted stock options with the following exercise prices during the three months ended March 31, 2011:

Grant Dates	Number of  Shares Underlying Options		Exercise Price Per Share		Estimated Fair Value  Per Underlying Share as of Grant Date		Intrinsic Value Per  Share at Date of Grant
February 2011		964,650	$	20.98 -$22.46	$	20.98 -$22.46	$	—

The following table summarizes the assumptions relating to our stock options granted during the three months ended March 31, 2011:

Expected dividend yield	0	%
Risk free interest rate	2.30	%
Expected life, in years	4.75
Expected volatility	58.5	%

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Using the Black-Scholes option pricing model, we recorded non-cash stock-based compensation expenses related to employee stock options granted of approximately $1.6 million during the three months ended March 31, 2011, which includes $0.7 million of SMB:LIVE deferred stock compensation during such period. At March 31, 2011, we had unrecorded compensation costs of $22.2 million related to unvested stock options and deferred stock consideration. The unrecognized compensation expense is expected to be recognized over a weighted average period of 1.6 years.

During the three months ended March 31, 2011, we also issued 44,000 restricted stock units. During the three months ended March 31, 2011, we recorded non-cash stock-based compensation expense of approximately $0.2 million related to restricted stock units, respectively. At March 31, 2011, we had $2.3 million of unrecognized compensation expense related to unvested restricted stock units. Changes in assumptions could impact the amount of restricted stock compensation expense.

Software Development Costs

We capitalize our costs to develop internal-use software when management has determined the development efforts will result in new or additional functionality or results in new products. Costs incurred prior to meeting these criteria and costs associated with ongoing maintenance are expensed as incurred. We track our costs by project and by each release and objectively determine which projects resulted in additional functionality or new products for which we can improve our offerings and market presence. Our developers, engineers and quality assurance staff currently estimate their time spent on various projects on a weekly basis so we may determine the approximate amount of costs that should be capitalized. Our senior management team reviews these estimates to determine the appropriate level of capitalization. We monitor our existing capitalized software and reduce its carrying value as the result of releases that render previous features or functions obsolete or otherwise reduce the value of previously capitalized costs.

Costs capitalized as software development costs are amortized on a straight-line basis over the estimated useful life of the software of three years. Amortization of those costs is included in product and technology expenses as the RL Platform addresses all aspects of our activities, including supporting the IMC selling and consultation process, online publisher integration, efficiencies and optimization, providing insight to our clients into the results and effects of their online advertising campaigns and supporting all of the financial and other back office functions of our business.

Goodwill and Intangible Assets

At March 31, 2011, we had $41.8 million of goodwill, which resulted from the acquisition of the portion of ReachLocal Australia that we did not previously own and the acquisitions of SMB:LIVE and DealOn. In addition, in accounting for these acquisitions, we recorded other intangible assets related to pre-existing client relationships and purchased technology. We report finite-lived, acquisition-related intangible assets at fair value, net of accumulated amortization. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives of one to three years. Straight-line amortization is used because no other pattern over which the economic benefits will be consumed can be reliably determined.

We evaluate our goodwill for impairment using a two-step process that is performed at least annually, or whenever events or circumstances indicate that goodwill may be impaired. The first step is a comparison of the fair value of an internal reporting unit with its carrying amount, including goodwill. We have reporting units representing the various domestic and international markets in which we currently operate. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its fair value, the second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied value of the goodwill. If the carrying amount of goodwill is greater than the implied value, an impairment is recognized for the difference.

We evaluate our intangible assets for impairment whenever events or circumstances indicate an impairment may exist. The impairment loss is the amount by which the carrying value of the asset exceeds its fair value. We estimate fair value utilizing the projected discounted cash flow method and a discount rate determined by our management to be commensurate with the risk inherent in our current business model. When calculating fair value, we make assumptions regarding estimated future cash flows, discount rates and other factors. No impairment of goodwill or intangible assets was recorded during the three months ended March 31, 2011.

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Results of Operations

Comparison of the Three Months Ended March 31, 2011 and 2010

	Three Months Ended March 31,
(in thousands, except per share data)	2011			2010
Revenue	$	84,058		$	63,626
Cost of revenue (1)		44,500			34,839
Operating expenses:
Selling and marketing (1)		32,419			23,940
Product and technology (1)		3,539			2,344
General and administrative (1)		7,077			5,385
Total operating expenses		43,035			31,669
Loss from operations		(3,477	)		(2,882	)
Other income (expense), net		196			(10	)
Loss before provision for income taxes		(3,281	)		(2,892	)
Provision (benefit) for income taxes		166			(638	)
Net Loss	$	(3,447	)	$	(2,254	)
Loss per share available to common stockholders:
Basic	$	(0.12	)	$	(0.32	)
Diluted	$	(0.12	)	$	(0.32	)
Weighted average common shares used in computation of net loss per share available to common stockholders:
Basic		28,461			6,968
Diluted		28,461			6,968
The following earnings per share information is presented as if all preferred shares were converted into common stock as of the beginning of the period presented.
Pro-forma net loss per share, as if converted:
Basic	$	(0.12	)	$	(0.10	)
Diluted	$	(0.12	)	$	(0.10	)
Pro-forma weighted average common shares used in computation of net loss per share, as if converted:
Basic		28,461			23,680
Diluted		28,461			23,680

(1) Stock-based compensation, net of capitalization, and depreciation and amortization included in above line items (in thousands):

	Three Months Ended March 31,
	2011		2010
Stock-based compensation:
Cost of revenue	$	51	$	91
Selling and marketing		378		181
Product and technology		258		264
General and administrative		1,091		549
	$	1,778	$	1,085
Depreciation and amortization:
Cost of revenue	$	156	$	72
Selling and marketing		330		245
Product and technology		1,695		670
General and administrative		298		247
	$	2,479	$	1,234

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Revenue

	Three Months Ended March 31,
(in thousands)	2011		2010		2011-2010 % Change
Direct Local	$	64,515	$	47,249		36.5	%
National Brands, Agencies and Resellers		19,543		16,377		19.3
Total revenue	$	84,058	$	63,626		32.1	%
At period end:
Number of IMCs:
Upperclassmen		303		227		33.5	%
Underclassmen		435		342		27.2
Total		738		569		29.7	%
Active Advertisers (1)		17,400		15,700		10.8	%
Active Campaigns (2)		24,300		19,700		23.4	%

(1) Active Advertisers is a number we calculate to approximate the number of clients directly served through our Direct Local channel as well as clients served through our National Brands, Agencies and Resellers channel. We calculate Active Advertisers by adjusting the number of Active Campaigns to combine clients with more than one Active Campaign as a single Active Advertiser. Clients with more than one location are generally reflected as multiple Active Advertisers. Because this number includes clients served through the National Brands, Agencies and Resellers channel, Active Advertisers includes entities with which we do not have a direct client relationship. Numbers are rounded to the nearest hundred.

(2) Active Campaigns is a number we calculate to approximate the number of individual products or services we are managing under contract for Active Advertisers. For example, if we were performing both ReachSearch and ReachDisplay campaigns for a client, we consider that two Active Campaigns. Similarly, if a client purchased ReachSearch campaigns for two different products or purposes, we consider that two Active Campaigns. Numbers are rounded to the nearest hundred.

Direct Local revenue increased $17.3 million, or 36.5%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The increase in our Direct Local Revenue was largely attributable to incremental revenue from our new Upperclassmen, that is, IMCs who were Underclassmen at March 31, 2010 but became Upperclassmen by March 31, 2011, as well as the incremental revenue contributed by our existing Upperclassmen, that is, IMCs who were already Upperclassmen at March 31, 2010. In addition, revenues increased due to increased contributions of our Underclassmen.

National Brands, Agencies and Resellers revenue increased $3.2 million, or 19.3%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, primarily due to a $2.6 million increase in revenue from our National Brands clients. The increase in National Brands client revenue was primarily due to the growth in the number of National Brands clients, both domestically and internationally, and to a lesser extent increased revenues from National Brands clients which were already clients in 2010.

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Cost of Revenue

	Three Months Ended March 31,
(in thousands)	2011			2010			2011-2010 %  Change
Cost of revenue	$	44,500		$	34,839			27.7	%
As as percentage of revenue:		52.9	%		54.8	%

The decrease in our cost of revenue as a percentage of revenue for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, was primarily due to improved media buying efficiencies, changes in product and service mix, including ReachCast and ReachDisplay, and an increase in the contribution from our international operations. These improvements were partially offset by a decrease in publisher and vendor rebates, including from Google, as a percent of revenue, from 1.9% in the first quarter of 2010 to 1.1% in the first quarter of 2011, and by the incremental cost increases associated with the expansion of our service and campaign performance group in late 2010.

Our cost of revenue as a percentage of revenue will be affected in the future by the mix and relative amount of media we purchase to fulfill service requirements, the availability and amount of publisher rebates, the mix of products and services we offer, our media buying efficiency and, over the next several quarters, the increased costs of support and delivery as we grow our campaign performance and web presence professional groups.

Operating Expenses

Over the past several years, we have significantly increased the scale of our operations. We intend to continue to increase our operating scale by increasing our sales force, product offerings and the infrastructure to support them. In managing our business to increase scale, particularly in international markets, we are intentionally incurring expenses to support our long-term growth plans, acknowledging that these investments may put pressure on near term periodic operating results and increase our operating expenses as a percentage of revenue.

Selling and Marketing

	Three Months Ended March 31,
(in thousands)	2011			2010			2011-2010 %  Change
Salaries, benefits and other costs	$	22,948		$	16,530			38.8	%
Commission expense		9,471			7,410			27.8
Total selling and marketing	$	32,419		$	23,940			35.4	%
Underclassmen Expense included above, excluding commissions (1)	$	10,396		$	7,806			33.2	%
As a percentage of revenue:
Salaries, benefits and other costs		27.3	%		26.0	%
Commission expense		11.3	%		11.6	%
Total selling and marketing		38.6	%		37.6	%

(1) See “Non-GAAP Financial Measures” for our definition of Underclassmen Expense.

The increase in absolute dollars of salaries, benefits and other costs in selling and marketing expenses for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, was due to costs associated with the expansion, both domestically and internationally, of our sales force of IMCs and the related recruiting, training, and facilities costs. As a percentage of revenue, salaries, benefits and other costs increased primarily due to costs associated with the launch of our German sales operations in 2011, the inclusion of DealOn after its acquisition in February 2011, and a full quarter of SMB: LIVE, which was acquired in the middle of the first quarter of 2010.

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The increase in commission expense in absolute dollars for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, was due to increases in our revenue in our sales channels. As a percentage of revenue, commission expense decreased due to a higher percentage of Direct Local Channel revenue, for which we pay lower commission rates. We do not expect continued decreases in commission expense as a percentage of revenue due to an expected higher percentage of Upperclassmen, who generally earn higher commission rates based on increased productivity.

The increase in Underclassmen Expense for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 was primarily due to increased IMC hiring, including in Germany. As we continue to invest in additional Underclassmen and retain additional Upperclassmen, selling and marketing expenses will continue to increase in absolute dollars.

Product and Technology

	Year Ended March 31,
(in thousands)	2011			2010			2011-2010 %  Change
Product and technology	$	3,539		$	2,344			51.0	%
Capitalized software development costs from product and technology resources		2,386			1,559			53.0
Total product and technology costs expensed and capitalized	$	5,925		$	3,903			51.8	%
As a percentage of revenue:
Product and technology		4.2	%		3.7	%
Capitalized software development costs from product and technology resources		2.8	%		2.5	%
Total product and technology costs expensed and capitalized		7.0	%		6.1	%

The increase in product and technology expenses in both absolute dollars and as a percentage of revenue for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 was primarily attributable to $0.7 million increase of amortization expense of previously capitalized software development costs, $0.4 million of incremental salary, amortization of acquired intangibles and other costs associated with ReachCast, the inclusion of DealOn for which no comparative amounts existed during the prior year period, and ongoing development of Bizzy and the RL Platform.

The increase in the amount of software development costs capitalized both in absolute dollars and as a percentage of revenue for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 was a result of investment in the development of ReachCast, which commenced in the first quarter of 2010 with the acquisition of SMB:LIVE, and the continuing development of Bizzy.

We expect the amount of product and technology costs expensed and capitalized to increase in absolute dollars in the future due to the continued expansion of our product development efforts, including the ongoing development and roll-out of the technology acquired in our acquisitions and the increased costs associated with supporting a broader product offering. The amount of such costs capitalized will vary from period to period depending upon the status of our product development efforts.

General and Administrative

	Three Months Ended March 31,
(in thousands)	2011			2010			2011-2010 %  Change
General and administrative	$	7,077		$	5,385			31.4	%
As a percentage of revenue:		8.4	%		8.5	%

As a percentage of revenue, general and administrative expenses were generally consistent period over period. The increase in general and administrative expenses in absolute dollars for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 was primarily due to increased costs needed to support the growth of the business, including $0.7 million in

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employee compensation, including stock-based compensation expense, facilities and other costs. In addition, during the three month period ended March 31, 2011, we incurred $0.5 million of incremental legal and professional fees, insurance and other costs as attendant with being a public company and $0.5 million of incremental costs associated with the launch of our German sales operations and our acquisition activity.

We expect general and administrative expenses to increase in absolute dollars as we continue to add administrative personnel and incur additional professional fees and other expenses resulting from continued growth and the compliance requirements associated with being a public company.

Other Income (Expense), Net

Other income increased in absolute dollars by approximately $0.2 million, to income of $0.2 million, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The change was attributable to an increase in interest income during the current period.

Provision (Benefit) for Income Taxes

The income tax provision of $0.2 million for the three months ended March 31, 2011 relates to federal, state, local and foreign income taxes. The income tax benefit of $0.6 million for the three months ended March 31, 2010 was primarily attributable to the acquisition of SMB:LIVE, in which we recorded a one-time discrete deferred tax benefit of $0.7 million.

Non-GAAP Financial Measures

In addition to our GAAP results discussed above, we believe Adjusted EBITDA and Underclassmen Expense are useful to investors in evaluating our operating performance. For the three months ended March 31, 2011 and 2010 our Adjusted EBITDA and Underclassmen Expense were as follows:

	Three Months Ended March 31,
(in thousands)	2011		2010
Non-GAAP Financial Measures (unaudited):
Adjusted EBITDA (1)		1,194		(228	)
Underclassmen Expense (2)		10,396		7,806

(1) Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization expenses, excluding, when applicable, stock-based compensation, the effects of accounting for business combinations (including in the case of the acquisitions of SMB:Live and DealOn, the amortization of acquired intangibles and the deferred cash consideration) and amounts included in other non-operating income or expense.

(2) Underclassmen Expense. We define Underclassmen Expense as our investment in Underclassmen, which is comprised of the selling and marketing expenses we allocate to Underclassmen during a reporting period. The amount includes the direct salaries and allocated benefits of the Underclassmen (excluding commissions), training and sales organization expenses including depreciation allocated based on relative headcount and marketing expenses allocated based on relative revenue. While we believe that Underclassmen Expense provides useful information regarding our approximated investment in Underclassmen, the methodology we use to arrive at our estimated Underclassmen Expense was developed internally by the company, is not a concept or method recognized by GAAP and other companies may use different methodologies to calculate or approximate measures similar to Underclassmen Expense. Accordingly, our calculation of Underclassmen Expense may not be comparable to similar measures used by other companies.

Our management uses Adjusted EBITDA because (i) it is a key basis upon which our management assesses our operating performance; (ii) it may be a factor in the evaluation of the performance of our management in determining compensation; (iii) we use it, in conjunction with GAAP measures such as revenue and income (loss) from operations, for operational decision-making purposes; and (iv) we believe it is one of the primary metrics investors use in evaluating Internet marketing companies.

Our management believes that Adjusted EBITDA permits an assessment of our operating performance, in addition to our performance based on our GAAP results, that is useful in assessing the progress of the business. By excluding (i) the effects of accounting for business combinations and associated acquisition and integration costs, which obscure the measurable performance of the business operations; (ii) depreciation and amortization and other non-operating income and expense, each of which may vary from period to period without any correlation to underlying operating performance; and (iii) stock-based compensation, which is a non-cash expense, we believe that we are able to gain a fuller view of the operating performance of the business. We provide information relating to our Adjusted EBITDA so that investors have the same data that we employ in assessing our overall operations. We believe that trends in our Adjusted EBITDA are a valuable indicator of operating performance on a consolidated basis and of our ability to produce operating cash flow to fund working capital needs, capital expenditures and investments in Underclassmen.

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In addition, we believe Adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies and other interested parties in our industry as a measure of financial performance and debt-service capabilities. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;

• Adjusted EBITDA does not reflect the potentially significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness we may incur in the future;

• Adjusted EBITDA does not reflect income and expense items that relate to our financing and investing activities, any of which could significantly affect our results of operations or be a significant use of cash;

• Adjusted EBITDA does not reflect certain tax payments that may represent a reduction in cash available to us; and

• Other companies, including companies in our industry, calculate Adjusted EBITDA measures differently, which reduces their usefulness as a comparative measure.

Adjusted EBITDA is not intended to replace operating income (loss), net income (loss) and other measures of financial performance reported in accordance with GAAP. Rather, Adjusted EBITDA is a measure of operating performance that you may consider in addition to those measures. Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results, including cash flows provided by operating activities, and using total Adjusted EBITDA as a supplemental financial measure.

The following table presents a reconciliation of Adjusted EBITDA to our loss from operations for each of the periods indicated:

	Three Months Ended March 31,
(in thousands)	2011			2010
Loss from operations	$	(3,477	)	$	(2,882	)
Add:
Depreciation and amortization		2,479			1,234
Stock-based compensation, net		1,778			1,085
Acquisition and integration costs		414			335
Adjusted EBITDA	$	1,194		$	(228	)

(2) Underclassmen Expense is a number we calculate to approximate our investment in Underclassmen and is comprised of the selling and marketing expenses we allocate to Underclassmen during a reporting period. The amount includes the direct salaries and allocated benefits of the Underclassmen (excluding commissions), training and sales organization expenses including depreciation allocated based on relative headcount and marketing expenses allocated based on relative revenue. While we believe that Underclassmen Expense provides useful information regarding our approximated investment in Underclassmen, the methodology we use to arrive at our estimated Underclassmen Expense was developed internally by the company, is not a concept or method recognized by GAAP and other companies may use different methodologies to calculate or approximate measures similar to Underclassmen Expense. Accordingly, our calculation of Underclassmen Expense may not be comparable to similar measures used by other companies.

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Liquidity and Capital Resources

	Three Months Ended March 31,
Consolidated Statements of Cash Flow Data: (in thousands)	2011			2010
Net cash provided by operating activities	$	4,029		$	2,529
Net cash used in investing activities		(9,787	)		(4,450	)
Net cash provided by (used in) financing activities		1,946			(752	)
Capital Expenditures (1)		4,286			1,777

(1) Represents purchases of property and equipment and the amount of software development costs capitalized, on an aggregate basis.

At March 31, 2011, we had cash and cash equivalents of $76.4 million and short-term investments of $8.2 million. Cash and cash equivalents consist of cash, money market accounts and certificates of deposit. Short term investments consist of certificates of deposit with original maturities in excess of three months. To date, we have experienced no loss of our invested cash, cash equivalents or short-term investments. We cannot, however, provide any assurances that access to our invested cash, cash equivalents and short-term investments will not be impacted by adverse conditions in the financial markets.

At March 31, 2011, we had no long-term indebtedness for borrowed money and are not subject to any restrictive bank covenants. At March 31, 2011, we had $0.9 million in restricted certificates of deposit to secure letters of credit issued to landlords and as security for certain other operating activities.

Although we expect that cash flow from operations, existing cash balances and proceeds from our initial public offering will be sufficient to continue funding our expansion activities, these investments, including investments in developing new products and services for our clients, could require us to seek additional equity or debt financing, and that financing may not be available on terms favorable to us or at all. In addition, we intend to continue to increase our investment in Underclassmen and in the development of new products and services for our clients could require significant capital and entail non-capitalized expenses that could diminish our income from operations.

Operating Activities

Our cash flow from operating activities during the three months ended March 31, 2011 resulted primarily from changes in our operating assets and liabilities and non-cash operating expenses. Our net loss of $3.4 million was offset by increases in deferred revenue and rent of $2.6 million and accounts payable and accrued expenses of $0.7 million, both due to the growth of our business. Cash flow from operating activities also resulted from non-cash depreciation and amortization of $2.5 million and non-cash stock-based compensation of $1.8 million.

Our cash flow from operating activities during the three months ended March 31, 2010 resulted primarily from changes in our operating assets and liabilities and non-cash operating expenses. Our net loss of $2.3 million was offset by increases in deferred revenue and rent of $2.2 million and accounts payable and accrued expenses of $0.4 million, both due to the growth of our business. Cash flow from operating activities also resulted from non-cash depreciation and amortization of $1.2 million and non-cash stock-based compensation of $1.1 million.

Investing Activities

Our primary investing activities have consisted of purchases of property and equipment, capitalized software development costs, short-term investments, and business acquisitions. Our purchases of property and equipment and capitalized software may vary from period to period due to the timing of the expansion of our operations and our software development efforts. During the three months ended March 31, 2011, we invested $5.8 million, net of cash acquired, in the purchase of DealOn. The terms of the purchase agreement require us to make additional payments in 2012 and 2013 of up to $1.5 million. During the three months ended March 31, 2010, we acquired SMB:LIVE and invested $2.8 million, net of cash acquired. We expect to continue to use capital for acquisitions, purchases of property and equipment and development of software.

Financing Activities

During the three months ended March 31, 2011, we received $1.9 million in proceeds from exercise of stock options. During the three months ended March 31, 2010, we paid $0.9 million of deferred offering costs associated with our initial public offering.

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Off-Balance Sheet Arrangements

At March 31, 2011, we did not have any off-balance sheet arrangements.

Contractual Obligations

In February 2011, we acquired DealOn. The consideration we paid includes a deferred payment obligation of up to approximately $1.5 million in cash and 21,297 shares of our common stock subject to adjustment under the terms of the acquisition agreement.

Recently Issued Accounting Standards

For information about recently issued accounting standards, refer to Note 2 to our Condensed Consolidated Financial Statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in the ordinary course of our business. These risks primarily include interest rate, foreign exchange and inflation risks.

Interest Rate Fluctuation Risk

We do not have any long-term indebtedness for borrowed money. Our investments include cash, cash equivalents and short-term investments. Cash and cash equivalents and short-term investments consist of cash, money market accounts and certificates of deposit. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. Due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio, and therefore we do not expect our operating results or cash flows to be materially affected to any degree by a sudden change in market interest rates.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, principally the Australian dollar, the British pound sterling, the Canadian dollar, the Indian Rupee, and the Euro. An unfavorable change in these exchange rates relative to the dollar would result in an unfavorable impact on revenue and operating income. For the three months ended March 31, 2011, an unfavorable 10 percent change in exchange rates would result in a decrease in revenue of $2.0 million and a increase in our operating loss for the period of less than $0.1 million. We currently do not hedge or otherwise manage our currency exposure given the immaturity and lesser predictability of our international operations. As our international operations grow and mature, our risks associated with fluctuations in currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar can increase the costs of our international expansion.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of March 31, 2011. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time we are involved in legal proceedings arising in the ordinary course of our business. We believe that there is no litigation pending that is likely to have a material adverse effect on our results of operations and financial condition.

On March 1, 2010, a class action lawsuit was filed by two of our former employees in California Superior Court in Los Angeles, California. The complaint alleged wage and hour violations in a Fair Labor Standards Act collective action and a California class action. On November 17, 2010, we executed a memorandum of understanding to settle the class action for $0.8 million. On or about February 2, 2011, a second class action lawsuit was filed by former employees alleging substantially similar wage and hour violations. Accordingly, this lawsuit will be consolidated with the prior class action and it is not expected to disrupt the prior settlement or result in material additional costs.

DealOn has been sued in two patent infringement matters and has also received a letter claiming that its technology infringes other third-party patents. Each of the cases is at an early stage and we have not yet determined the amount of liability, if any, that may result from the lawsuits. At this time, however, we do not believe that these litigations will have a material adverse effect on the company..

Item 1A. RISK FACTORS

Investors should carefully consider the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010, in addition to the other information contained in our Annual Report and in this quarterly report on Form 10-Q.

Item 6. EXHIBITS

Exhibit No	Description of Exhibit
10.1*#	Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc.
10.2*#	Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited
31.1*	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

† Furnished herewith.

# Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

REACHLOCAL, INC.
By:	/s/ Zorik Gordon
Name:	Zorik Gordon
Title:	President and Chief Executive Officer
By:	/s/ Ross G. Landsbaum
Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

Date: May 16, 2011

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EXHIBIT INDEX

Exhibit No	Description of Exhibit
10.1*#	Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc.
10.2*#	Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited
31.1*	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

† Furnished herewith.

# Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.

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EX-10.1

Exhibit 10.1

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed with the Securities and Exchange Commission.

Google Inc. AdWords Reseller Addendum

This Google Inc. AdWords Reseller Addendum (“Addendum”), effective as of May 1, 2011 (“Effective Date”), is entered into by the reseller executing this Addendum (“Reseller” or “Customer”) and Google Inc. (“Google”). This Addendum is an addendum to the Google Inc. Advertising Program Terms (available at www.google.com/ads/terms, the “Ads Terms”), which are hereby incorporated by reference. Any use of the AdWords API by Reseller 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 “Reseller Agreements”) govern Reseller’s participation in Google’s AdWords advertising program (the “AdWords Program”) as a reseller appointed by Google (the “Reseller Appointment”). Any capitalized terms not defined in this Addendum have the meanings assigned to them in the Ads Terms.

1. Reseller Appointment. Google authorizes Reseller to be a non-exclusive authorized reseller of AdWords Program advertising inventory that is made generally commercially available by Google (“AdWords Inventory”). AdWords Inventory can be sold by Reseller only to local small-medium advertisers, whose principal place of business is located in the United States, Canada, [*****] and [*****] (each an “Advertiser”). Based on market conditions and upon mutual agreement of the parties, parties may change the countries in which Reseller is permitted to sell AdWords Inventory under this Addendum. The Minimum Qualified Advertiser Threshold for North America is set forth in Exhibit B. 90 days prior to July 2012, parties will agree upon the Minimum Qualified Advertiser Threshold for [*****] and amend this Addendum to include the Minimum Qualified Advertiser Threshold for [*****]. 90 days prior to January 2014, parties will agree upon the Minimum Qualified Advertiser Threshold for [*****] and amend this Addendum to include the Minimum Qualified Advertiser Threshold for [*****]. Two Performance Periods after Reseller begins to sell AdWords Inventory in a particular country, parties may, upon mutual agreement of the parties, revise the Minimum Qualified Advertiser Threshold for that country. Parties acknowledge and agree that this Addendum is part of a global arrangement between Google and Reseller to extend the Reseller Appointment to various agreed upon countries. In the event this Addendum is terminated, parties will work together to re-evaluate the terms of the agreement in other regions to make sure that the mutual global goals of the parties are still aligned. Google, in its sole discretion, reserves the right to disallow certain Advertisers from being activated or served through Reseller (even after initially accepting the Advertiser). For purposes of clarification, AdWords Inventory does not include Google TV Ads; provided, however, that the exclusion of Google TV Ads inventory from this Addendum is not intended to limit any Google TV Ads inventory options available to Reseller without a performance bonus under the Ads Terms.

2. Obligations.

a. Reseller Obligations. Reseller will (i) use commercially reasonable efforts to activate Advertisers, (ii) ensure that any description of a final product incorporating AdWords Inventory that Reseller sells to Advertisers (“Retail Product”) includes the product characteristics set forth in Exhibit A, (iii) perform its obligation under this Addendum in a timely and professional manner with competent qualified individuals exercising due skill and care; (iv) make commercially reasonable and good faith efforts to comply with Google’s business partner due diligence process, including, without limitation, providing requested information; and (v) comply with all applicable laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, which prohibit corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.

b. Google Obligations. Google will make available a dedicated Google AdWords account manager to support Reseller. Google will pay Reseller one performance bonus per Performance Period in accordance with Exhibit B provided that Reseller has complied with the conditions set forth in Exhibit B. Google may select the form of performance bonus (i.e., by check, wire transfer or AdWords Program credit) at its sole discretion.

c. Joint Obligations. Reseller and Google will have executive business reviews to discuss key operational, sales and marketing objectives, agreed upon actions and observed impact, and potential growth opportunities, the details of such business reviews (e.g., location, timing and format) to be agreed upon by the parties.

3. Brand Features. Each party will own all right, title and interest to trade names, trademarks, service marks, logos and domain names secured by such party from time to time (“Brand Features”). In performing its obligations under this Addendum, Reseller may only refer to itself as a “Google AdWords Authorized Reseller”. Google authorizes Reseller to display the “Google AdWords Authorized Reseller” Brand Feature, as provided to Reseller by Google in writing, in the United States, Canada, [*****] and [*****] during the Term solely in accordance with the Trademark Guidelines available at www.google.com/permissions/guidelines.html and solely for the purpose of fulfilling Reseller’s obligations set forth in this Addendum. Reseller must submit all materials containing Google’s Brand Features to Google for prior written approval. Reseller authorizes Google to use Reseller’s Brand Features in connection with this Addendum during the Term in connection with Google’s marketing presentations and materials (e.g., a web page created by Google that contains the Reseller’s Brand Features and links to the Reseller home page or relevant page on the Reseller’s website).

4. Account Management. Reseller will use best account management practices in managing the AdWords accounts, including, without limitation, (a) creating only one AdWords account for each Advertiser, (b) uploading complete and accurate business name,

Confidential material redacted and filed separately with the Securities and Exchange Commission.

address, and URLs for each Advertiser and (c) being responsible for all account activation and management (e.g., geo-targeting or geo-modified keywords and local extensions). Reseller will be granted access to My Client Center and Consolidated Billing (subject to the applicable terms and conditions for such tools).

5. Customer Service. Reseller will be solely responsible for providing all customer service (including, without limitation, billing and collections) to Advertisers it activates in the AdWords Program, in accordance with industry standards, which at the minimum will include (a) phone support during business hours and (b) response to e-mail queries within 5 business days, with immediate resolution for any issues when possible. Reseller agrees that Google will have the right, upon request, to review samples of communications sent by Reseller to Advertisers in connection with the transactions contemplated by this Addendum. Google will also have the right to send customer satisfaction questionnaires to Advertisers.

6. Subcontractors. Reseller may, subject to Google’s written consent (which can be revoked at any time), use subcontractors solely to assist Reseller with its sales, marketing and technology fulfillment obligations under this Addendum. Reseller must enter into a written agreement with subcontractor which contains terms that are consistent with and at least as restrictive as the terms of this Addendum. Reseller remains responsible for compliance of subcontractor and its personnel in all respects with this Addendum. To the extent that any act or omission by any subcontractor appointed pursuant to this Section 6 would constitute a breach of this Addendum if committed by Reseller, Reseller shall be liable to Google for such act or omission as if the act or omission had been committed by Reseller. Reseller will ensure that subcontractors will not refer to itself as a “Google AdWords Authorized Reseller”.

7. Channel Partners. Pursuant to Section 6, Channel Partners (as defined in Exhibit B) are subcontractors under this Addendum and Google will pay Reseller Performance Bonus based on Qualified Advertisers activated by its Channel Partners; provided that such Channel Partners have complied with the terms and conditions of this Addendum (including, without limitation, compliance with law, transparency to Advertisers as set forth in Section 9(a) and Exhibit A, and [*****]. Reseller agrees to the following: (a) Reseller has or will enter into written agreements with Channel Partners which contains terms that are consistent with and at least as restrictive as the terms of this Addendum (each a “Channel Partner Agreement”); (b) Channel Partner Agreements will include audit rights which can be exercised directly by Google; (c) Channel Partner Agreements will expressly provide that Google is a third party beneficiary to the Channel Partner Agreements so that Google may directly enforce the terms of the Channel Partner Agreements against the Channel Partners; (d) Reseller will require that Channel Partners include the total Retail Price (as defined in Exhibit C) including Set-up Fee (as defined in Exhibit A) on the Reseller’s platform; (e) Reseller will ensure that Channel Partners will not refer to itself as a “Google AdWords Authorized Reseller”; and (f) all information provided to Google regarding Channel Partners and Qualified Advertisers activated by Channel Partner is complete, correct and current. Reseller remains responsible for compliance of Channel Partners and its personnel in all respects with this Addendum To the extent that any act or omission by any Channel Partner would constitute a breach of this Addendum if committed by Reseller, Reseller shall be liable to Google for such act or omission as if the act or omission had been committed by Reseller. On a quarterly basis, Reseller will provide to Google a list of top Channel Partners and Google may work directly with such Channel Partners upon 6 month prior notice to Reseller. In the event that Google decides to work directly with a Channel Partner, parties will work together to modify the applicable Minimum Qualified Advertiser Threshold accordingly.

8. Training. Google agrees to train Reseller on the AdWords Program, including (a) how to resell AdWords Inventory and (b) how to create and manage Advertiser accounts, the details of such training to be determined by Google in its sole discretion. Reseller agrees that all of its (i) AdWords account managers and other applicable business functions will pass the “Google Advertising Fundamentals Exam” and the “Search Advertising Advanced Exam” within 60 calendar days of the Effective Date (as defined below) and stay qualified during the Term and (ii) sales force who are selling AdWords Inventory hereunder, including, without limitation, any subcontractors, will have passed the “Authorized AdWords Reseller Program: Sales Representative Exam” within 6 months of the Effective Date (collectively, “AdWords Qualified”). If relevant personnel who are AdWords Qualified leave the employment of Reseller, Reseller will ensure that any replacement personnel become AdWords Qualified within 90 days from such departure.

9. Reporting Requirements; Records and Audit Rights.

a. Reports to Advertiser. Reseller will provide Advertiser with reporting data as frequently as existing reporting from Reseller to Advertiser, but no less than on a monthly basis, that discloses absolute dollars spent on Google and performance (at a minimum cost, clicks and impressions of users on the AdWords account of that Advertiser), in a reasonably prominent location. Any reports must be provided in a manner consistent with existing customer reporting methods (e.g., postal mail or email), and available in any online reporting system provided to Advertisers.

b. Reports to Google. Reseller will deliver to Google the written reports set forth in Exhibit C.

        c. Records and Audit Rights. Reseller will keep and maintain complete and accurate books, records and accounts relating to this Addendum and conduct internal audits as are reasonably required to verify continuing compliance with this Addendum. During the Term, and for a period of one year thereafter, Google may, upon 30 calendar days’ prior written notice and during normal business hours, have an independent auditor review and audit Reseller’s relevant records to confirm Reseller’s compliance with this Addendum. Auditor will only have access to those books and records of Reseller which are reasonably necessary to confirm such compliance. Any such audit will be at Google’s expense, but if such audit reveals any material breach of this Addendum, Reseller will promptly pay to Google all costs and expenses of such audit. Reseller will promptly correct any noncompliance revealed by an audit.

10. Billing; Payment. Google will invoice Reseller each month by providing an aggregate-level bill to Reseller. Payment by Reseller to Google will be due within 45 calendar days from the invoice date. In the event Google, at its sole discretion, decides to

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offer reimbursement for travel, entertainment, marketing, or other expenses, Google will only do so if (a) Reseller has obtained written approvals from Google prior to Reseller’s expenditure and (b) requests for reimbursement are supported by detailed records.

11. Confidentiality. No party may disclose the terms or conditions of this Addendum (except when required by law) or make any public statement regarding the relationship contemplated by this Addendum without the prior written consent of the other party. Reseller may not disclose the terms, conditions or existence of any non-public aspect of the Reseller Appointment, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with applicable law.

12. Term; Termination. This Addendum will commence on the Effective Date and will continue through the third year anniversary of the Effective Date (the “Term”), unless terminated earlier in accordance with this Section. Either party may terminate this Addendum: (a) if the other party materially breaches any term or condition of this Addendum and fails to cure such breach within 30 calendar days after receiving written notice thereof; or (b) for any reason or no reason (1) before any renewal, upon 60 calendar days’ prior written notice to the other party and (2) after any renewal, upon written notice to the other party. Google may terminate this Addendum immediately upon written notice to Reseller if: (A) Reseller breaches (i) Section 11 (Confidentiality) or Section 3 (Brand Features), (ii) Google or Partner Policies or (iii) the API Terms; (B) Google terminates the AdWords Program; (C) Google believes, in good faith, that the Reseller has violated or caused Google to violate any applicable law, or that such a violation is likely to occur; (D) Reseller misses the Minimum Qualified Advertiser Threshold (as defined in Exhibit B) as calculated at the end of the Performance Period to which the Minimum Qualified Advertiser Threshold corresponds for any Performance Period; (E) [*****]; (F) [*****]; or (G) if the number of Advertisers providing negative feedback based on the customer satisfaction questionnaires sent to Advertisers pursuant to Section 5 exceeds 5% of the total number of Advertisers at the end of any Performance Period; provided that Google notified Reseller of the negative feedback (“Feedback Notice”) and Google discussed with Reseller potential ways for Reseller to reduce the negative feedback within 60 days of the Feedback Notice. Notwithstanding the foregoing, with respect to subparagraphs (D), (E), (F) and (G), Google may only terminate with respect to the Reseller territory that has failed to comply with such requirements. Upon termination or expiration of the Ads Terms or the API Terms, this Addendum will automatically terminate. Sections 9(c), 11 and 12 will survive any expiration or termination of this Addendum. Termination or expiration of this Addendum does not (x) terminate the Ads Terms which will continue to apply to all AdWords accounts created by Reseller on its own behalf or on behalf of Advertisers, or (y) prevent Reseller from participating in the AdWords program pursuant to the Ads Terms.

Agreed and accepted as of the latest of the signature dates below by:

GOOGLE INC.	RESELLER: REACHLOCAL, INC.
By: /s/ Nikesh Arora	By: /s/ Zorik Gordon
Print Name: Nikesh Arora	Print Name: Zorik Gordon
Title: President, Global Sales and Business Development	Title: President and CEO
Date: April 25, 2011	Date: April 25, 2011

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EXHIBIT A

Retail Product

1. Retail Product characteristics:

In the event that Reseller charges a separate fee for setting up the AdWords account as part of Retail Product (“Set-up Fee”), Reseller will apply the Set-up Fee only once per Advertiser upon the creation of the AdWords campaign and the Set-up Fee will not exceed $999 per Advertiser.

2. Reseller must clearly disclose in writing during the process of reselling AdWords Inventory, on Reseller’s website and in the marketing and promotional materials designed to promote Reseller’s services and offerings as an Authorized Google AdWords Reseller to the Advertiser, that the Retail Product includes a management fee over the cost of purchase of AdWords Inventory.

3. In the event that Reseller wishes to change the Retail Product characteristics set out in Section 1, it must: (a) notify Google in writing (including by e-mail), and (b) receive written confirmation (including by e-mail) from Google of Google’s agreement.

4. Subject to Section 3, to the extent permitted by applicable law, Reseller agrees to consult with Google in good faith with respect to the creation and development of Retail Products under the Addendum and this Exhibit A, and to communicate to Google the characteristics of each Retail Product prior to their commercialization; provided always that Reseller will be free to charge Advertisers whatever final Retail Prices Reseller chooses for the Retail Product in its sole discretion.

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EXHIBIT B

Performance Bonus

[*****]

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EXHIBIT C

Reseller Reports

[*****]

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EX-10.2

Exhibit 10.2

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this exhibit has been filed with the Securities and Exchange Commission.

Google AdWords Reseller Agreement

This Google AdWords Reseller Agreement, including its exhibits (“Agreement”) is entered into on the Effective Date by and between Google Ireland Limited of Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and the entity described in Exhibit A (“Reseller”) (each a “Party”, and together the “Parties”).

INTRODUCTION

WHEREAS:

(A) Google wishes to make AdWords available to increasing numbers of small and medium enterprises.

(B) Reseller wishes to resell AdWords and to derive from this both a financial benefit and an intangible benefit from association with the Google brand.

(C) Google is willing to accommodate the foregoing in accordance with the terms of this Agreement.

The Parties have therefore agreed to the following terms and conditions:

1. Definitions

1.1 The following capitalised terms shall have the meanings set out below:

“Active” an AdWords account is “Active” if during a defined period of time campaigns within it have generated clicks or impressions or the Advertiser has logged into the account.

“Ad” means an advert which refers to an Advertiser and which is served by Google through the AdWords Program.

“Advertiser” means a third party advertiser that has its registered office and/or principal place of business located in the Territories.

“AdWords API” means the AdWords application programming interface which allows users to programmatically access the AdWords system directly.

“AdWords Inventory” means any advertising inventory made generally and commercially available to advertisers by Google through the AdWords Program. For purposes of clarification, AdWords Inventory does not include Google TV Ads; provided, however, that the exclusion of Google TV Ads inventory from this Agreement is not intended to limit any Google TV Ads inventory options available to Reseller without a performance bonus under the AdWords Ts and Cs.

“AdWords Program” means the advertising program currently offered by Google under the name “AdWords” or any successor advertising program offered by Google.

“AdWords Qualification” means the following exams associated with the Google Certified Partner (“GCP”) program: Google Advertising Fundamentals Exam and Search Advertising Advanced Exam (or such other exam as Google may provide in replacement of the foregoing from time to time). In this Agreement “AdWords Qualified” shall be interpreted accordingly.

“AdWords Tools” means (i) the AdWords API and (ii) consolidated billing and reporting tools provided by Google.

“AdWords Ts and Cs” has the meaning set out in clause 4.1.

“Authorised Google AdWords Reseller Logo” means the colour logo set out in Exhibit B or such other replacement logo and/or local country variant as may be notified by Google to Reseller during the Term.

“Beta Features” means any features that are identified by Google as “Beta” or unsupported in Google’s technical documentation from time to time.

“Brand Features” means the trade names, trade marks, logos and other distinctive brand features of each Party.

“Business Day” means a day other than a Saturday, Sunday, or a day that is generally recognised as a public holiday in the referenced country or countries.

“Business Hours” means 9am to 5pm.

“Channel Partner” means an entity whose sales force sells AdWords Inventory and/or activates Google AdWords accounts using Reseller’s platform.

“Clicks” means actions associated with an Ad for which a charge is levied through the AdWords Program.

“Confidential Information” means information disclosed by (or on behalf of) one party to the other party under this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party;

Confidential material redacted and filed separately with the Securities and Exchange Commission.

“Control” for the purposes of clause 13.5 means the possession by any person(s), entity or nominee(s) directly or indirectly of the power to direct or cause the direction of another person or entity and “change of Control” is to be construed accordingly.

“Customer ID Number” or “CID” means the unique number assigned to the AdWords account of each Qualified Advertiser by the AdWords platform.

“Designated Sub-MCC” means the account within the MCC, which has been flagged by Google as the sub-account (known as a “sub-MCC”) with which the AdWords account of a Qualified Advertiser must be associated in order for the spend associated with that Qualified Advertiser’s account to count as Eligible AdWords Spend (as defined in Exhibit C).

“Effective Date” means 1 May 2011.

“Google Network” means (a) any website, application, property and/or any other media owned, operated or provided by Google on which Google places ads, and (b) any website, application, content, property or any other media owned, operated, or provided by a third party upon which Google places ads pursuant to a contractual agreement with that third party.

“Group Company” means in relation to each of the Parties:

(a) any parent company of that Party; and/or

(b) any corporate body of which that Party directly or indirectly has control; and/or

(c) any corporate body directly or indirectly controlled by the same person or group of persons as that Party.

“Keywords” means words chosen by an Advertiser through the AdWords Program for a given set of one or more Ads which are used to target those Ads to potential customers.

“Launch Date” means, in respect of each Territory, the earlier of (i) the date the Retail Product is commercially available to Advertisers in that Territory (as confirmed by the parties by e-mail exchange), and (ii) the applicable date for that Territory agreed between the Parties in writing.

“MCC” means Reseller’s primary account within the Google tool known at the Effective Date as “My Client Centre” which is a tool provided online by Google enabling Reseller to manage multiple AdWords Program accounts for Advertisers.

“Performance Bonus” has the meaning ascribed to it in Exhibit C.

“Performance Period” means any of the following time periods:

(a) Performance Period 1 is the Quarter during which the Launch Date falls;

(b) Performance Periods 2, 3, 4 and onwards are the Quarters following Performance Period 1.

“Platform Vendor” has the meaning ascribed to it in clause 5.3.

“Qualified Advertiser” means an Advertiser who:

(a) is referred to, and activated in, the AdWords Program by Reseller (or, subject to clause 3.3, a Subcontractor) in accordance with this Agreement; and

(b) is acquired by Reseller (or, subject to clause 3.3, a Subcontractor) in accordance with this Agreement; and

(c) does not, as determined in clause 3.2, have a Google AdWords account at the time Reseller or Subcontractor attempts to activate such Advertiser in the AdWords Program; and

(d) is not a Reseller Group Company at any time; and

(e) does not have direct access to its AdWords account.

“Quarter” means each period of three months during the Term ending on 31 March, 30 June, 30 September and 31 December (with the first Quarter, which may be less than three months, commencing on the Launch Date) and “Quarterly” is to be construed accordingly.

“Retail Price” means the price charged to the Qualified Advertiser for a Retail Product, net of applicable taxes. For the purposes of performing the [*****] calculation pursuant to Exhibit C, the definition of Retail Price will be deemed to include any Set-up Fees.

“Retail Product” means any product incorporating AdWords Inventory that Reseller offers to sell and sells to Advertisers during the Term.

“Retail Product Agreement” means the contract between Reseller and Qualified Advertiser that governs the sale or renewal of a Retail Product.

“Sales Collateral” means marketing and promotional materials designed to promote Reseller’s services and offerings as an Authorised Google AdWords Reseller.

“Set-Up Fee” has the meaning given to that term in Exhibit D.

“Standard Account Information” means all such information as Google usually makes available to a direct advertiser about that advertiser’s AdWords account and campaigns including without limitation: (i)

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the number of impressions of the advertiser’s ads delivered across the Google Network; (ii) the number of clicks delivered across the Google Network for the advertiser’s ads; and (iii) the cost of clicks delivered across the Google Network for the advertiser’s ads.

“Subcontractor” means an entity to which Reseller sub-contracts any of Reseller’s obligations under this Agreement, as permitted under clause 5, including, without limitation Channel Partners.

“Term” has the meaning set out in clause 13.1.

“Territory” and “Territories” have the meaning set out in Part B of Exhibit A.

“URL” means uniform resource locator (web address).

“User Data” means all data and information provided by Reseller, on behalf of Qualified Advertisers via the AdWords Program, including all registration data, names, email addresses, other addresses, contact information, and other identifying information.

1.2 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.

1.3 References to “including” shall mean “including but not limited to”.

1.4 References in this Agreement to clause numbers are references to clauses in the front end of this Agreement (excluding the Exhibits), whilst references to “sections” indicate sections of text in an Exhibit.

1.5 Should the title of the Authorised Google AdWords Reseller program change during the Term, references to “Authorised Google AdWords Reseller” in this Agreement shall be read as references to such other then current official designation as Google has notified to Reseller in writing.

2. Appointment

2.1 Google appoints Reseller as a non-exclusive, authorised reseller of AdWords Inventory to Advertisers. In making reference to its status as an authorised reseller of AdWords Inventory, Reseller shall only refer to itself as an “Authorised Google AdWords Reseller” and such resale may only take place in accordance with the terms and conditions of this Agreement.

2.2 Subject to compliance with sub-clause 5.1 below (Subcontractors), where Reseller appoints one or more of its Group Companies as a Subcontractor, each such Reseller Group Company shall be permitted to refer to itself as an authorised reseller of AdWords Inventory. In making reference to its status as an authorised reseller of AdWords Inventory, each such Reseller Group Company shall only refer to itself as an “Authorised Google AdWords Reseller” and such resale may only take place in accordance with the terms and conditions of this Agreement and the relevant subcontract between Reseller and such Reseller Group Company.

2.3 Google agrees to offer for sale to Reseller (in accordance with the AdWords Ts and Cs), such AdWords Inventory as it has available for sale through the AdWords Program, for resale by Reseller to Qualified Advertisers as set out in this Agreement.

2.4 Except as expressly stated otherwise, nothing in this Agreement shall create an agency, partnership or joint venture of any kind between the Parties.

2.5 In its capacity as an authorised reseller of AdWords Inventory for Google, Reseller shall:

(a) accept and comply with the AdWords Ts and Cs when managing the accounts of each Qualified Advertiser which Reseller enrolls in the AdWords Program; and

(b) ensure that the Retail Products which it sells to Qualified Advertisers have the product characteristics set out in Exhibit D, or such other product characteristics as may be agreed between the Parties in accordance with Exhibit D; and

(c) comply with the requirements set out in Exhibit D; and

(d) manage, and be responsible for all account activation and campaign management activities (including account and campaign activation, creation, and management (including use of geo-targeting options), bid management, management of Keywords, management of creatives for Ads, report management, customer service, technical support, billing and collection), for Qualified Advertisers; and

(e) perform its obligations under this Agreement:

(i) with reasonable care and skill; and

(ii) by using appropriately skilled and qualified staff; and

(iii) in a professional and workmanlike manner.

2.6 In its capacity as an authorised reseller of AdWords Inventory for Google, Reseller may not:

(a) use Google Brand Features outside the Territories; or

(b) knowingly (reasonable enquiries having been made) approach Advertisers to resell or resell AdWords Inventory to Advertisers whose AdWords account has been Active in the 90 day period before Reseller attempts to enrol such Advertiser in the AdWords Program; or

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(c) actively solicit sales of AdWords Inventory to businesses whose registered address and/or principal place of business is outside the Territories; or

(d) knowingly (reasonable enquiries having been made) associate with the Designated Sub-MCC the AdWords account of anyone other than Qualified Advertisers; or

(e) manage different Qualified Advertisers using the same AdWords account (for example, by setting up different advertising campaigns for various Qualified Advertisers in the same AdWords account), unless Reseller is permitted to do so pursuant to an express exception set out in Google’s then-current policy which is available at https://adwords.google.com/support/bin/static.py?page=guidelines.cs (or such other URL as Google may specify from time to time).

2.7 For the purposes of interpreting:

(a) clause 2.6 (b) and (e), in the event that Reseller invites Advertisers to sign up to or purchase a Retail Product via a web page or pages, Reseller will be considered to have made “reasonable enquiries” if it causes the following text to appear (in the same language as the rest of the web page on which the text appears) above the fold on all such web pages:

“The service is not available to customers who have a Google AdWords account which has been active during the last 90 days”.

(b) clause 2.6 (c), to “actively solicit sales” includes advertising AdWords Inventory on a Reseller web property which is behind a log-in page, and thus viewable only by the Advertiser who has logged in. Advertising AdWords Inventory on Reseller’s home page does not constitute active solicitation of sales. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge that Reseller may resell AdWords Inventory in accordance with this Agreement to any third party if such third party approaches Reseller without being solicited (“passive sales”).

3. Performance incentives, billing and payment

3.1 Google shall provide incentives to Reseller for enrolling Qualified Advertisers in the AdWords Program, in accordance with Exhibit C.

3.2 For the purposes of interpreting the definition of “Qualified Advertiser”, an Advertiser will be deemed not to have an AdWords account at the time Reseller attempts to activate such Advertiser in the AdWords program if:

(a) Advertiser has a Google AdWords account pursuant to a direct contractual relationship with Google, but such account has not been Active in the 90 day period before Reseller attempts to activate such Advertiser in the AdWords Program; or

(b) Advertiser has a Google AdWords account pursuant to a contractual relationship between Advertiser and a third party (other than an Authorised Google AdWords Reseller), but such account has not been Active in the 90 day period before Reseller attempts to activate such Advertiser in the AdWords Program; or

(c) Advertiser has a Google AdWords account pursuant to a contractual relationship between Advertiser and an Authorised Google AdWords Reseller.

3.3 Google will include Ad Spend from Qualified Advertisers who are activated by Subcontractors in Reseller’s Performance Bonus calculations set in Exhibit C, provided that such Subcontractors are in full compliance with the terms and conditions of their agreements with Reseller (which agreements must comply with the requirements set out in clause 5.1 below).

3.4 Reseller shall pay Google (or such Google Group Company as may be nominated by Google from time to time), for all AdWords Inventory purchased by Reseller pursuant to the AdWords Ts and Cs (as defined in clause 4.1) monthly in arrears based on the actual amount spent by Reseller on AdWords Inventory under this Agreement, as determined in the invoice prepared by Google on a monthly basis. Reseller shall pay such invoices in accordance with the terms set out in the AdWords Ts and Cs (including any front page referenced in them). Google shall not charge Reseller account creation fees in relation to AdWords accounts set up pursuant to this Agreement.

4. AdWords Program sign up process and User Data

4.1 AdWords Ts and Cs. Reseller acknowledges and agrees that its use (whether on behalf of itself or any Qualified Advertiser) of the AdWords Program will be governed by the policies, terms and conditions applicable to the AdWords Program (as such policies, terms and conditions may change from time to time) set out at https://adwords.google.com/select/tsandcsfinder (the “AdWords Ts and Cs”). In fulfilling its obligations under this Agreement, Reseller agrees to abide by the AdWords Ts and Cs. In the event that a Qualified Advertiser carries out an act or omission which causes Reseller to be in breach of the AdWords Ts and Cs, Google may chose to terminate or suspend the AdWords account relating to that Qualified Advertiser in accordance with the AdWords Ts and Cs (but shall not be entitled, for the avoidance of doubt, on account of such an act or omission to terminate this Agreement).

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4.2 Reseller shall be responsible for uploading all Advertiser information that is required by Google for participation in the AdWords Program. Reseller shall not be required to upload information identifying its Advertisers other than the following for each Qualified Advertiser: an accurate and valid corporate name, business address, and URL(s).

4.3 Disqualification of accounts. Google, in its sole discretion, may from time to time by notice in writing inform Reseller that a particular Advertiser is a disqualified advertiser (“Disqualified Advertiser”). Without prejudice to the foregoing, should Reseller object to the classification of a particular Advertiser as a Disqualified Advertiser within seven (7) days of such notification, Google shall consult with Reseller in order to explain its decision and discuss Reseller’s concerns, however, Google’s decision shall be final.

4.4 Google shall not prevent Reseller from selling AdWords Inventory to an Advertiser because the Advertiser is disqualified under clause 4.3, however within fourteen (14) days of Google having given notice of disqualification under clause 4.3, Reseller must disassociate the AdWords account of the Disqualified Advertiser from the Designated Sub-MCC. From the earlier of the expiry of such 14 day period, or the moment that the account is disassociated from the Designated Sub-MCC:

(a) such Advertiser may not be considered a Qualified Advertiser; and

(b) Reseller’s resale of AdWords Inventory to such Advertiser shall not be governed by the terms and conditions of this Agreement. For example, Reseller may not represent to the Disqualified Advertiser that it is acting, in its interactions with the Disqualified Advertiser, as an Authorised Google AdWords Reseller.

4.5 User Data. Both Parties shall maintain and use all User Data in accordance with local law and regulation applicable to such data, and shall abide by their respective privacy policies in respect of such data.

5. Subcontracting, assignment and Channel Partners

5.1 Subcontractors. Reseller may sub-contract some but not all of its sales, marketing and technology fulfilment obligations under this Agreement to any third party company or individual, including, without limitation, Channel Partners and Reseller Group Companies (each a “Subcontractor”), provided that:

(a) Subject to clause 5.8 below, Reseller enters into a separate written agreement with each Subcontractor which:

(i) subject to the remainder of this clause 5.1, is consistent with and at least as restrictive as this Agreement (including, without limitation, those provisions relating to compliance with laws, compliance with the AdWords Ts and Cs, transparency to Advertisers (as set forth in Exhibit D), record keeping and audit, and [*****]);

(ii) provides Google with the express right to enforce the terms of such written agreement directly against Subcontractor as a third party beneficiary (such right shall be without prejudice to any other right or remedy Google may have against Reseller or Subcontractor);

(iii) provides Google (or its Auditors, as that term is defined below) with direct rights of audit over such Subcontractor to verify Subcontractor’s compliance with such agreement; and

(b) Reseller procures that no Subcontractor refers to itself as an “Authorised Google AdWords Reseller”, but rather at all times refers to itself as acting for, or on behalf of the Reseller. If a Subcontractor uses any Reseller Brand Features which make reference to the Reseller’s status as an Authorised Google AdWords Reseller, Reseller shall procure that such Subcontractor does not use the same in conjunction with Subcontractor’s Brand Features;

(c) Reseller procures that Subcontractors comply with the requirements stipulated in section 3 of Exhibit D regarding disclosure of management fees and that Subcontractors include the total Retail Price including any Set-up Fee on the Reseller’s platform;

(d) Reseller procures that Subcontractor ensures that personnel responsible for the activities set out in clauses 2.5 (c) and 8.5 have undergone the training set out in clause 6.2; and

(e) Reseller ensures that any Subcontractor which is a third party self-employed individual, is exclusively contracted by Reseller and does not provide services similar to the services permitted by this Agreement to a third party; and

(f) Reseller ceases to engage any Subcontractor if so required by Google under clause 5.2; and

(g) Reseller communicates to Google the list of Subcontractors when asked.

5.2 Google, in its sole discretion, reserves the right to require, by notice in writing, that Reseller ceases to subcontract its rights and obligations to any Subcontractor appointed under clause 5.1.

5.3 On a Quarterly basis, Reseller will provide to Google a list of top Channel Partners and Google may work directly with such Channel Partners upon 6 months prior notice to Reseller. In the event that Google decides to work directly with a Channel Partner, parties will work together to modify the applicable Minimum Qualified Advertiser Threshold accordingly.

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5.4 Reseller may purchase or license from a third party account management and/or operational tools for integration with the AdWords API (“Platform Vendor”) provided that Reseller:

(a) enters into a separate written agreement with each such Platform Vendor which, subject to the remainder of this clause 5.4, is consistent with and at least as restrictive as this Agreement; and

(b) informs Google (by e-mail) of the name of any Platform Vendor appointed by Reseller pursuant to this clause 5.4; and

(c) appoints no more than one Platform Vendor at any one time; and

(d) procures that no Platform Vendor refers to itself as an “Authorised Google AdWords Reseller”, or uses the Google Brand Features under this Agreement.

5.5 To the extent that any act or omission by any Subcontractor or any Platform Vendor appointed pursuant to clause 5 would constitute a breach of this Agreement if committed by Reseller, Reseller shall be liable to Google for such act or omission as if the act or omission had been committed by Reseller. Reseller shall indemnify and defend Google, its agents, associated companies, directors, officer and employees, for any claims, losses, damages, liabilities, fees, costs, legal fees (on an indemnity basis) and/or expenses incurred by Google as a result of or in relation to any acts and/or omissions of any Subcontractor or of any Platform Vendor.

5.6 Subject to clauses 5.1 to 5.5 and clause 5.8 Reseller shall not assign or otherwise transfer its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of Google.

5.7 Google may subcontract, assign or transfer any of its obligations or rights under this Agreement, in whole or in part, at its sole discretion to a Google Group Company or, in the case of training, to a third party training provider.

5.8 Notwithstanding clause 5.1(a) above, the Parties agree that:

(a) Subject to sub-clause 5.8(b) below, Reseller shall be permitted to appoint the following Reseller Group Companies as Subcontractors in respect of the following Territories and Reseller shall not be required to enter into written agreements with such Reseller Group Companies under clause 5.1(a):

Reseller Group Company	Territory
ReachLocal UK Ltd	United Kingdom
ReachLocal Australia Pty Ltd	Australia and New Zealand
ReachLocal GmbH	ReachLocal GmbH

(b) Without prejudice to the generality of clause 5, Reseller shall procure that the Reseller Group Companies referred to in sub-clause 5.8(a) above: (i) comply with the terms of this Agreement (including, without limitation, those provisions relating to compliance with laws, compliance with the AdWords Ts and Cs, transparency to Advertisers (as set forth in Exhibit D), record keeping and audit, and [*****]) as if they were the Reseller under this Agreement; and (ii) provide Google (or its Auditors) with such access and assistance as Google or its Auditors reasonably require in order to audit such Reseller Group Companies’ compliance with the terms of this Agreement.

6. Training

6.1 Training from Google. Google agrees to train Reseller on the AdWords Program. The sufficiency, timing, format, scope, content and location of such training shall be determined by Google at its sole discretion after consultation with Reseller. Training will include elements that teach participants (a) how to resell Google AdWords, and (b) how to create and manage AdWords accounts. Each Party shall pay its own expenses related to the training.

6.2 AdWords Qualifications. Subject to clause 6.3, Reseller shall ensure that its AdWords account managers and product managers (“Relevant Personnel”), which at no point during the Term must number less than two, have AdWords Qualifications throughout the Term. Google shall provide training to such AdWords Qualified Relevant Personnel in accordance with its standard training program as made available to other third parties.

6.3 Reseller shall ensure that (a) Relevant Personnel become AdWords Qualified before the later of (i) the Launch Date, or (ii) the 90^th day after the Effective Date, and (b) if during the Term relevant personnel who are AdWords Qualified pursuant to clause 6.2 leave the employment of Reseller, Reseller shall ensure that replacement personnel become AdWords Qualified within 90 days of the AdWords Qualified person leaving.

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6.4 If Reseller appoints Subcontractor(s) to manage AdWords accounts for Qualified Advertisers, the provisions of clauses 6.2 and 6.3 above shall apply equally in respect of each such Subcontractor and Reseller shall procure each such Subcontractor’s compliance with the same.

6.5 In addition, Reseller shall ensure that its sales representatives and those of any appointed Subcontractors of Reseller (and any appointed Subcontractors) will have passed the “Authorised AdWords Reseller Program: Sales Representative Exam” or such other exam notified to Reseller by Google from time to time during the Term.

7. AdWords Tools

7.1 Subject to clause 7.2, Google will allow Reseller to use the AdWords Tools in order to create and manage AdWords accounts for Qualified Advertisers.

7.2 Reseller agrees to (a) accept and comply with all applicable terms and conditions, when available, for each AdWords Tool (including the terms and conditions applicable to the AdWords API, which are currently available at http://www.google.com/apis/adwords/terms.html and which are hereby incorporated by reference (“AdWords API Ts and Cs”)), and (b) to use AdWords Tools only for the purposes of fulfilling Reseller’s obligations pursuant to the terms and conditions of the Agreement.

7.3 The Parties acknowledge that:

(a) an “API unit” (also known as a ‘quota unit’) is the fundamental unit of measurement for usage of the AdWords API; and

(b) each transaction with the AdWords API has an API unit cost associated with it.

Allocation of AdWords API unit quota shall be decided in accordance with the AdWords API Ts and Cs.

7.4 Reseller acknowledges and agrees that Google may during the Term provide to Reseller services that consist of or include Beta Features. Beta Features are provided “as is” and any use of them shall be solely at Reseller’s own risk. Google reserves the right, in its sole discretion, to include or cease providing Beta Features (or any one of them) as a service or part of any services at any time.

8. Service levels and agreement management

8.1 Google shall make one contact available by telephone or e-mail to support Reseller in connection with the use of the AdWords Program.

8.2 Google API support. Google agrees to make available to Reseller an English speaking API specialist:

(a) on an undedicated and as-needed basis,

(b) during Business Hours on days which are Business Days in the Republic of Ireland only,

to provide e-mail support services to Reseller as reasonably required by Reseller. Such support services will be made available on the same basis as Google makes such services available to comparable third parties in Google’s authorised reseller program.

8.3 Each Party agrees that at least once each Quarter it shall make available appropriate English speaking personnel so that the Parties can together conduct a Quarterly review of key performance parameters, sales force feedback, advertiser issues and resolution, operations practices and last Quarter agreed-on actions and observed impact.

8.4 Reseller shall have sufficient English speaking management and technical resources available to fulfil its obligations under this Agreement.

8.5 Reseller shall as a minimum provide to Qualified Advertisers in each Territory the following levels of customer service:

(a) Phone support during Business Hours on days which are Business Days in the applicable Territory; and

(b) Response to e-mail queries within five (5) days which are Business Days in the applicable Territory, with immediate resolution of any issues when possible.

8.6 Reseller shall instruct Qualified Advertisers to contact Reseller directly for support, and not to communicate directly with Google.

8.7 In the event that Google wishes to assess the quality of Reseller’s (and/or Subcontractors’) sales and/or service to Qualified Advertisers, it may do so by contacting Reseller (and/or Subcontractor(s), as applicable) anonymously.

8.8 From time to time Reseller or Google may receive feedback (positive or negative, solicited or unsolicited) from Qualified Advertisers concerning the Retail Product insofar as it relates to AdWords (“Customer Feedback”). During the fourth Quarter of the Term, the Parties shall review:

(a) Customer Feedback;

(b) AdWords account performance;

(c) General experience;

in order to establish (i) a method for measuring customer satisfaction, and (ii) a benchmark for customer satisfaction. If after conferring the Parties cannot agree on (i) or (ii) before the end of the fourth Quarter

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of the Term, the method and benchmark identified by Google shall prevail. The Parties shall apply the method each Quarter (after the first three Quarters) in order to establish whether Reseller has achieved the benchmark, and if Reseller has not reached the benchmark, Reseller shall use best endeavours to improve its customer satisfaction for the following Quarter.

9. Reporting requirements

9.1 [*****].

9.2 [*****].

9.3 [*****].

10. Records and audit

10.1 Reseller will keep and maintain complete and accurate books, records and accounts relating to this Agreement and shall conduct such internal audits as are reasonably required to verify continuing full compliance with this Agreement.

10.2 During the Term, and for a period of one year thereafter, upon reasonable prior notice to Reseller (such notice being no more than 30 days), Reseller shall, at the request and cost of Google, give Google or an accountant or auditor(s) appointed by Google (“Auditors”), access during normal business hours to relevant records of Reseller to the extent necessary to verify that:

(a) Only one AdWords account has been created for each Qualified Advertiser; and/or

(b) Reseller has not associated with the Designated Sub-MCC the AdWords accounts of any Reseller Group Company; and/or

(c) Reseller has complied with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, with respect to performance of its obligations under this Agreement; and/or

(d) Reseller has reported correct information in the Reseller Report pursuant to clause 9.2.

10.3 In the event that any audit under clause 10.2 reveals any over or underpayment by Google to Reseller, then a prompt adjustment shall be made, and if any Google overpayment is greater than three (3) percent of the monies shown by the audit to be owed, Reseller will reimburse reasonable Auditor fees for the audit to Google.

10.4 Google shall procure that its Auditor signs a reasonable confidentiality undertaking with Google in which the Auditor undertakes not to disclose any information they receive from Reseller to any third party except Google or a Google Group Company.

10.5 Google will only reimburse travel, entertainment, marketing, or other expenses where under exceptional circumstances Google has offered such reimbursement, and provided always that (a) Reseller has obtained written approvals from Google prior to Reseller’s expenditure, and (b) requests for reimbursement are supported by detailed records.

11. Brand Features and public announcements

11.1 Google grants to Reseller a non-exclusive, non-sublicensable (other than to Reseller Group Companies appointed as Subcontractors in accordance with this Agreement), non-royalty bearing licence during the Term to display Google Brand Features as provided to Reseller by Google solely for the purpose of fulfilling Reseller’s obligations set out in this Agreement.

11.2 Reseller grants to Google a non-exclusive, non-sublicensable (other than to Google Group Companies), non-royalty bearing, terminable (with notice at any time) licence during the Term to include Reseller’s Brand Features in presentations and marketing materials, including on a web page created by Google that:

(a) contains the Reseller Brand Features; and

(b) a link to the Reseller’s home page or relevant page on the Reseller’s website.

11.3 Each Party shall request and obtain the other Party’s written approval before:

(a) making any public announcements, including any press releases, concerning or related to the existence or terms of this Agreement; and

(b) releasing to the public any materials containing the other Party’s Brand Feature(s) (including Sales Collateral).

The responding Party shall reply within a reasonable timeframe. Failure to respond shall not be considered an approval.

11.4 Reseller agrees (and shall, without prejudice to the generality of clause 5, procure that each Reseller Group Company appointed as a Subcontractor in accordance with this Agreement) at all times to adhere to:

(a) Google’s Brand Features use guidelines, and any content referenced or included in them, which may be found at the following URL: http://www.google.com/permissions/guidelines.html (or such other URL that Google may provide from time to time); and

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(b) Google’s guidelines as set out in Exhibit B concerning use of the Authorised Google AdWords Reseller Logo, or such other amended or replacement guidelines as may be notified by Google to Reseller from time to time; and

(c) such other guidelines or restrictions provided by Google in writing to Reseller in connection with the use of the Google Brand Features.

11.5 Except for the licences expressly set out in this Agreement, neither Party acquires any right, title or interest in or to the other Party’s Brand Features. All use by Google of Reseller’s Brand Features (including any goodwill associated with that use) shall inure to the benefit of Reseller and all use by Reseller of Google Brand Features (including any goodwill associated with that use) shall inure to the benefit of Google.

12. Confidentiality

12.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, and (b) keep such Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

12.2 All information contained in reports provided by one Party (“Provider”) to the other (“Recipient”) under clause 9 (“Report Information”) shall constitute the Confidential Information of the Provider. Notwithstanding clause 12.1 above, the Recipient may disclose the total number of active Qualified Advertisers and monthly average spend as extracted from the Report Information (“Selected Report Information”) externally so long as the Selected Report Information is aggregated with the relevant data of other AdWords Program resellers or customers such that the Selected Report Information is not provided in a stand-alone manner and the Selected Report Information is not attributable to the Provider.

13. Term and termination

13.1 This Agreement shall commence on the Effective Date and, save where terminated earlier in accordance with this clause 13, shall expire 36 months after the Effective Date (“Term”).

13.2 Either Party may suspend performance and/or terminate the Agreement with immediate effect, if the other Party:

(a) is in material breach of the Agreement where the breach is incapable of remedy; or

(b) is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within thirty (30) days after receiving written notice of such breach; or

(c) commits a Persistent Breach. For the purposes of this clause, a “Persistent Breach” has been committed if a Party has breached this Agreement three (3) or more times, whether or not the breaches in question are (a) material (when considered in isolation), and/or (b) relate to the same or different obligations and/or (c) are cured.

13.3 Either Party may suspend performance and/or terminate the Agreement immediately if the other Party:

(a) enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction); or

(b) is insolvent; or

(c) ceases or threatens to cease to carry on business; or

(d) compounds or makes any voluntary arrangement with its creditors; or

(e) is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator; or

(f) is unable to pay its debts as they fall due; or

(g) has an encumbrancer take possession of or a receiver or administrative receiver appointed over all or any part of its assets; or

(h) takes or suffers any similar action due to debt; or

(i) undergoes anything analogous to any of the events referred to in this clause 13.3 under the law of any jurisdiction in which a Party is incorporated or resident or in which it carries on business or has assets.

13.4 Either Party may terminate this Agreement immediately upon written notice to the other Party in the event that the other Party breaches clause 12 (Confidentiality).

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13.5 Google right to terminate: Google may terminate the Agreement immediately upon written notice to Reseller if:

(a) Reseller breaches:

(i) clause 3 (Performance incentives, billing and payment) or Exhibit D section 2 (Transparency), provided Google has given Reseller 15 days’ notice within which to cure the breach and such breach is not cured; or

(ii) clause 11 (Brand Features and public announcements);

(b) Google reasonably determines that in a Territory or Territories it is commercially impractical to continue providing the AdWords Program in the light of applicable laws or regulations;

(c) Google believes, in good faith, that the Reseller has violated or caused Google to violate any anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, or that such a violation is substantially likely to occur;

(d) Reseller undergoes a change of Control.

13.6 Where a right of suspension of performance or termination arises under this clause 13 and only affects a particular Territory or Territories, the Party with the right to suspend performance or terminate may choose (in its sole discretion) whether to suspend performance of, or terminate, the Agreement as a whole or only in respect of that Territory or those Territories.

13.7 Either Party may terminate this Agreement (either in whole or only in respect of a particular Territory or Territories) on sixty (60) days’ written notice to the other Party.

14. Effect of termination

14.1 Upon the expiry or termination of this Agreement:

(a) all rights and licenses granted by one Party to the other, including either Party’s right to use the others Brand Features and Reseller’s right to call itself “Authorised Google AdWords Reseller”, shall cease immediately; and

(b) if requested, each Party shall use reasonable endeavours to promptly return to the other Party, or destroy and certify the destruction of, all Confidential Information of the other Party; and

(c) section 9 of Exhibit C (Parts A-D, as applicable) shall apply.

14.2 The expiry or termination of this Agreement shall not of itself give rise to any claim against Google for indemnification or compensation, whether for loss of income, loss of goodwill or any analogous loss, other than a possible claim for damages if and to the extent that the termination was a breach of contract by Google.

14.3 Expiry or termination of this Agreement, in part or in whole, shall not limit either Party from pursuing other remedies available to it, nor shall Reseller be relieved of its obligation to pay all fees that have accrued or are otherwise owed under the Agreement.

14.4 Termination of this Agreement does not (a) terminate the AdWords Ts and Cs which shall continue to apply as between the Parties with respect to all AdWords accounts which Reseller has created on its own behalf or on behalf of Qualified Advertisers, or (b) prevent Reseller from participating in the AdWords Program pursuant to the general terms and conditions which are made publicly available by Google, from time to time.

15. Limitation of liability

15.1 Nothing in this Agreement shall exclude or limit either Party’s liability:

(a) for death or personal injury resulting from the negligence of either party or their servants, agents or employees;

(b) for fraud or fraudulent misrepresentation;

(c) under the indemnity in clause 5.5 (Subcontracting, assignment and Channel Partners);

(d) for any sums expressly and properly due and payable under this Agreement, including any payment due under section 9 of Exhibit C (Parts A-D);

(e) for misuse of confidential information.

15.2 Subject to clause 15.1, neither Party shall be liable under this Agreement (whether in contract, tort or otherwise) for:

(a) any special, indirect or consequential losses;

(b) any losses or liabilities under or in relation to any contract other than this Agreement;

(whether or not such losses were within the contemplation of the Parties at the date of this Agreement) suffered or incurred by the other Party.

15.3 Subject to clauses 15.1 and 15.2, each Party’s total liability under this Agreement (whether in contract, tort or otherwise) is limited to the greater of (a) 125% of the total Performance Bonus paid or payable by Google to Reseller under this Agreement at the moment when the event (or first in a series of connected events) occurred; and (b) [*****] Euros.

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16. Representations and warranties

16.1 Each Party represents and warrants that:

(a) it will use any and all information provided by the other Party in a manner that complies with applicable laws;

(b) the performance of its obligations under this Agreement will not violate any applicable laws or regulations;

(c) all consents, authorisations and permits required to be obtained by it to perform all of its obligations under or relating to this Agreement have been obtained and are maintained during the Agreement, including in the case of the Reseller authorisation from Qualified Advertisers to enter into agreements for the purchase of advertising inventory including the AdWords Ts and Cs.

16.2 Reseller represents and warrants that it will:

(a) not engage in deceptive, misleading, illegal and/or unethical practices in connection with the marketing, distribution and use of the AdWords Program;

(b) make no false or misleading representations with regard to Google and/or the AdWords Program; and

(c) comply with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain business. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.

16.3 Google does not give any warranty or commitment regarding the levels of impressions, clicks or conversions for any ad or group of ads or the timing of delivery of any impressions, clicks or conversions for any ad displayed on any Google web property (or other web property on which Google displays ads, search results or other content).

16.4 Except as expressly set out in this Agreement, no warranties or conditions or other terms apply to the AdWords Program or anything else supplied by Google under this Agreement. In particular, no implied terms relating to quality, fitness for purpose or conformance with description will apply.

17. Notices

17.1 All notices of termination or breach must be in English, in writing, addressed to the other Party’s Legal Department and sent:

(a) In the case of Reseller, to Reseller’s address or fax number identified in Exhibit A;

(b) In the case of Google, to legal-notices@google.com

or such other address as either Party has notified the other in accordance with this clause. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable).

17.2 Subject to clause 17.1, all notices must be in English, in writing, addressed to the other Party’s primary contact and sent to their then current postal address or email address.

17.3 Where this Agreement refers to agreements or approvals to be in writing, at Google’s sole discretion, this may (where appropriate) include e-mail.

18. General

18.1 In the event of any conflict or inconsistency between this Agreement (excluding the Exhibits) and any of the Exhibits, the provisions of this Agreement (excluding the Exhibits) shall prevail.

18.2 Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

18.3 This Agreement is governed by English law and the Parties submit to the exclusive jurisdiction of the English courts in respect of any dispute (contractual or non-contractual) concerning this Agreement. Notwithstanding the preceding sentence, nothing in this Agreement shall restrict or limit Google seeking injunctive or similar relief in any jurisdiction. If this Agreement is translated into any other language, if there is conflict the English text will take precedence.

18.4 Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control.

18.5 Failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such (or any other) right or remedy.

18.6 The invalidity, illegality or unenforceability of any term (or part of a term) of this Agreement shall not affect the continuation in force of the remainder of the term (if any) and this Agreement.

18.7 Subject to clause 15.1(b), this Agreement sets out all the terms agreed between the Parties in relation to its subject matter and supersedes all previous agreements between the Parties relating to the same. In entering into this Agreement neither Party has relied on any statement, representation or warranty not expressly set out in this Agreement.

[SIGNATURE PAGE FOLLOWS IMMEDIATELY]

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Agreed by the Parties on the dates stated below:

Google Ireland Ltd	Reseller
By: /s/ Olwyn Longmore	By: /s/ John Mazur
Print name: Olwyn Longmore	Print name: John Mazur
Title: Contracts Administrator, Google Ireland Limited	Title: Managing Director – ReachLocal Netherlands B.V.
Date: May 9, 2011	Date: May 7, 2011

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EXHIBIT A

Reseller details

PART A

Reseller:	Reach-Local Netherlands BV
Registered address of Reseller:	c/o Intertrust
	Prins Bernhardplein 200
	1097 JB Amsterdam
	The Netherlands

Fax number of Reseller:	To be notified to Google once confirmed
Country in which Reseller registered:	Netherlands
Registered number of Reseller:	To be notified to Google once confirmed
VAT number of Reseller:	To be notified to Google once confirmed

PART B – TERRITORIES

1. As from the Effective Date, the “Territories” shall be:

• Australia and New Zealand

• Germany

• [*****]

• The United Kingdom

Each shall be a “Territory” under this Agreement.

2. Subject to section 4 below, Google intends to extend the scope of Reseller’s appointment under this Agreement to cover additional countries, such that Reseller will be eligible to earn a Performance Bonus is respect of those countries. As at the date of this Agreement, the Parties intend those countries and the respective target launch dates to be:

Country	Target Launch Date
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]
[*****]	[*****]

Based on market conditions and upon mutual agreement of the Parties, the Parties may change the abovementioned countries and the target launch dates. Furthermore, additional legal due diligence may be required in respect of one or more of the abovementioned countries. Upon the execution of an Additional Country Amendment pursuant to section 4 below, the country which is the subject of such Additional Country Amendment shall be deemed a Territory for the purposes of this Agreement and thereby form part of the Territories.

3. [*****].

4. Reseller will not be eligible to earn a Performance Bonus in respect of a particular country until: (a) for countries where Google has not previously appointed an Authorised Google AdWords Reseller, the completion of legal due diligence (to Google’s satisfaction) confirming that the arrangements contemplated by this Agreement are lawful in that country; and (b) that country has been formally launched as a Territory through the execution of an amendment to this Agreement (each an “Additional Country Amendment”) which inter alia: (i) confirms the inclusion of the relevant country as a Territory; (ii) confirms the Launch Date for that Territory; (iii) details the Performance Bonus Terms (as defined in Exhibit C); and (iv) sets out any other changes required by applicable local laws.

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EXHIBIT B

“Authorised Google AdWords Reseller Logo”

Guidelines for use of the “Authorised Google AdWords Reseller” logo

• The logo must be displayed on a white background, with no additional shadows or embellishments.

• Reseller may use the logo in emails, but all emails must comply with CAN-SPAM and other local market laws regarding emails and email spam.

• Reseller may use the logo on its business cards, letterhead stationery, resume, website, and marketing materials to indicate that it is a current Authorised Google AdWords Reseller.

• If Reseller is using the logo on a webpage, there must exist a minimum spacing that is no less than 1/2 the height of the logo between each side of the logo and other graphic or textual elements on the webpage.

Reseller cannot do any of the following:

• Change the aspect ratio or colours of the logo in any way.

• Display the logo as the most prominent element on its webpage.

• Display the logo in any manner that implies a relationship or affiliation with Google or sponsorship or endorsement by Google beyond that of an Authorised Reseller for AdWords. The logo cannot be used in a way that can be reasonably interpreted to suggest editorial content has been authored by or represents the views or opinions of Google or Google personnel.

• Display the logo on any product, book, or other materials (other than what was specified as acceptable in the guidelines in this Exhibit B).

• Display the logo on any website that contains or displays adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates applicable law or stated Google editorial policies.

• Display the logo in a manner that is in Google’s sole opinion misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Google.

• Display the logo on any website that violates any law or regulation.

• Frame or mirror any Google page (including the page that appears in response to a click on the Google logo or Google search box).

• Remove, distort, or alter any element of the logo.

• Display the logo so it appears larger or more prominent than Reseller’s name, product, or service name, trademark or service mark, logo, or trade or company name.

• Include the logo in Reseller’s trade or business name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks.

• Translate the logo or otherwise localized into any other language. No translated versions of the logo may be used unless provided by Google.

• Display the logo as a design feature on any of Reseller’s materials.

• Imitate the logo in any manner in Reseller’s materials.

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Replacements of or amendments to the Authorised Google AdWords Reseller Logo:

• Google may, in its sole discretion, amend or replace the Authorised Google AdWords Reseller Logo from time to time during the Term (each new or amended version of the same being a “Replacement Logo”).

• Where Google amends or replaces the Authorised Google AdWords Reseller Logo, Google will notify the Reseller in writing and will provide the Reseller with the Replacement Logo. The Reseller’s use of any Replacement Logo is subject to these guidelines (as updated from time to time by Google) and this Agreement.

• Once Google has notified the Reseller of a Replacement Logo, the Reseller will implement the Replacement Logo and cease to use the old Authorised Google AdWords Reseller Logo as soon as possible and in any event shall: (a) cease all use of the old version of the Authorised Google AdWords Reseller Logo on its website and on online marketing materials and collateral no later than 30 days after Google’s notification of the Replacement Logo (or such other time as the parties agree, which agreement may be made by email); and (b) cease all other use of the old Authorised Google AdWords Reseller Logo no later than 90 days after Google’s notification of the Replacement Logo.

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EXHIBIT C

Performance Bonus

[*****]

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EXHIBIT D

Retail Product

1. Retail Product characteristics as referred to in clause 2.5 (b): In the event that Reseller charges a separate fee for setting up the AdWords account as part of Retail Product (in this Exhibit D, “Set-up Fee”), Reseller shall levy the Set-up Fee only once per Qualified Advertiser upon the creation of the AdWords campaign. Such Set-up Fee shall be deemed included in the definition of Retail Price for the purpose of performing the [*****] calculation pursuant to Exhibit C.

2. Transparency. In respect of each Retail Product, Reseller shall make available to each Qualified Advertiser at least the following information relating to the individual Qualified Advertiser which has purchased it: (a) the number of impressions of Qualified Advertiser’s Ads delivered across the Google Network, (b) the number of Clicks delivered for the Qualified Advertiser across the Google Network, and (c) the amount of money spent by Reseller on AdWords Inventory for that Qualified Advertiser. Reseller shall make such information available on at least a monthly basis, and in any event in conjunction with any spend and performance related reports provided by Reseller to the Qualified Advertiser.

3. Reseller must clearly disclose in writing during the process of reselling AdWords Inventory, on Reseller’s website, in the Sales Collateral and in the invoice from the Reseller to the Qualified Advertiser that the Retail Price includes a management fee over the cost of purchase of AdWords Inventory.

4. Reseller must distribute to each Qualified Advertiser at least one piece of post-sale co-branded collateral which: describes Reseller’s Authorised Reseller status, differentiates Reseller from other third party providers of AdWords services, and informs Advertiser that it may provide email feedback to Reseller and Google. The exact content and appearance of such collateral shall be discussed and agreed by the parties. In the event of disagreement the wording provided by Google shall be used.

5. In the event that Reseller wishes to change the Retail Product characteristics set out in section 1, it must: (a) notify Google in writing (including by e-mail), and (b) receive written confirmation (including by e-mail) from Google of Google’s agreement.

6. To the extent permitted by applicable law, Reseller agrees to consult with Google in good faith with respect to the creation and development of Retail Products under the Agreement and this Exhibit D, and to communicate to Google the characteristics of each Retail Product prior to their commercialisation; provided always that Reseller shall be free to charge Qualified Advertisers whatever final Retail Prices Reseller chooses for the Retail Product in its sole discretion.

17

Confidential material redacted and filed separately with the Securities and Exchange Commission.

EX-31.1

Exhibit 31.1

I, Zorik Gordon, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ReachLocal, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Zorik Gordon

Zorik Gordon

Chief Executive Officer

Date: May 16, 2011

EX-31.2

Exhibit 31.2

I, Ross G. Landsbaum, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ReachLocal, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Ross G. Landsbaum

Ross G. Landsbaum

Chief Financial Officer

Date: May 16, 2011

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 of ReachLocal, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zorik Gordon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Zorik Gordon

Zorik Gordon

Chief Executive Officer

(Principal Executive Officer)

Date: May 16, 2011

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 of ReachLocal, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ross G. Landsbaum, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ross G. Landsbaum

Ross G. Landsbaum

Chief Financial Officer

(Principal Financial Officer)

Date: May 16, 2011