10-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 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)

(818) 274-0260

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x

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  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (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

As of June 30, 2011, the aggregate market value of the common stock held by non-affiliates of the registrant was $218,070,957 based on a closing price of $20.83 on the NASDAQ Global Market on such date.

Class	Outstanding at March 9, 2012
Common Stock, $0.00001 par value per share	28,370,996 shares

Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement relating to the registrant’s 2012 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

REACHLOCAL, INC.

INDEX TO FORM 10-K

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	47
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	48
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	49
Item 11.	Executive Compensation	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13.	Certain Relationships and Related Transactions, and Director Independence	49
Item 14.	Principal Accounting Fees and Services	49
Part IV
Item 15.	Exhibits, Financial Statement Schedules	F-1
Signatures
Exhibit Index

PART I

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.”

This annual report on Form 10-K 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 Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 this 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.

Item 1. Business.

Business 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 ReachSearch™ (search engine marketing), ReachCast™ (Web presence and social media marketing), ReachDisplay™ (display advertising and remarketing), online marketing analytics, and other related products and solutions, each targeted to the SMB market. We deliver these solutions to SMBs through a combination of our proprietary platform, the ReachLocal (“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 the Internet, including through all of 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 to our suite of products available to our SMB clients. We continue to expand the RL Platform to include additional advertising products designed specifically for the needs of our SMB clients. Empowered by the RL Platform, our IMCs, which are based in or near the cities in which our clients operate, establish a direct consultative relationship with our clients and provide our solutions to achieve their marketing objectives.

At December 31, 2011, we managed 27,500 Active Campaigns across 19,100 Active Advertisers, a substantial majority of which spend from $500 to $4,000 per month with us (see Part II, Item 6, “Selected Financial Data” for an explanation of how we define Active Campaigns and Active Advertisers). Our clients include SMBs in a number of industry verticals, such as home repair and improvement, automobile sales and repair, medical and health services, legal services and retail and personal services. Since inception, we have delivered to our SMB clients over 600 million geographically targeted clicks and over 50 million phone calls. At December 31, 2011, we employed 796 IMCs in North America, Australia, the United Kingdom, Germany and the Netherlands, and worked with over 360 third-party agencies and resellers that use the RL Platform to serve their SMB clients. We continue to expand our IMC sales force both in existing and new markets. We have business development and account management resources to develop and support our third-party agencies and resellers and National Brands advertisers.

We generate revenue by providing online advertising solutions for our clients through our ReachSearch, ReachDisplay, ReachCast and remarketing products, and our other products and services. We reported revenues of $375.2 million in 2011 and $291.7 million in 2010, representing an increase of 28.6%, Adjusted EBITDA of $15.9 million in 2011 and $3.1 million in 2010, a $4.0 million loss from continuing operations in 2011 and an $8.3 million loss from continuing operations in 2010, and a $10.2 million net loss in 2011 and a $11.1 million in net loss in 2010.  For more financial information, see our Consolidated Financial Statements, beginning on page F-1, and see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for our definition of Adjusted EBITDA, why we present it and a reconciliation of our Adjusted EBITDA to loss from operations for each of the periods presented.

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Industry Overview

The Local SMB Advertising Market

SMBs serving local markets represent significant economic activity, control substantial purchasing power and address the needs of hundreds of millions of consumers. These SMBs include businesses such as lawyers, physicians, car dealers, dentists, plumbers, florists and local operations of national chains. To generate and sustain their businesses, SMBs spend money marketing their services to acquire, maintain and retain customers. These expenditures are a critical component of the operating budget for many SMBs, particularly given the potential value of each customer over the lifetime of the relationship. For example, a new dental patient may generate several hundred dollars in revenue during the first visit, thousands of dollars in subsequent visits and make referrals to friends and family that generate significant additional revenue.

An SMB’s owner and operator is also typically its chief marketing officer because the business is too small to justify hiring dedicated marketing personnel. Companies that operate traditional offline media formats, such as the yellow pages, newspapers, radio stations and direct mail publishers, adapted to the limited amount of time and effort that SMB owners and operators are normally able to devote to advertising and marketing by developing products, distribution and service delivery models that greatly simplified the marketing process for SMBs. The products sold by these offline media companies—namely, space in their directories and periodicals or time on the radio and television—were easy to understand (e.g., a flat $1,500 a month for a quarter page ad in the yellow pages). Because of their scale, these traditional offline media companies were able to deploy direct local sales forces that walked into the SMB’s place of business, presented a media package that gave the SMB broad customer reach through a single advertising purchase, assisted in the creation of the media advertisement for the SMB and ultimately asked the SMB to do little more than write a check. The SMB owner and operator was able to focus his or her efforts on running the business with little attention to these marketing efforts.

Marketing in the offline world for an SMB was therefore relatively straightforward. There were a limited number of advertising channels, the channel owners sent dedicated personnel to visit and serve the SMB, and the SMB did not need to invest resources in managing the process.

The Digitization of Local Advertising

Over the past decade, the local advertising market for SMBs and other local businesses has undergone rapid and fundamental changes. The delivery and consumption of local advertising, like all media, is becoming increasingly fragmented and digitized. Many consumers who used to search for a local business in the yellow pages are now going online and searching on Google, checking reviews on Yelp and Citysearch, buying coupons on Groupon and LivingSocial, and asking their friends for their opinions through Facebook and Twitter. Similarly, many consumers who used to read the newspaper are now accessing the news through news sites, portals and blogs. This consumer-led digital transformation has profoundly disrupted the ways that businesses of all sizes need to acquire, maintain and retain their customers. As the Internet continues to grow and evolve, we believe that these trends will accelerate. To keep pace with this transformation, we believe that SMBs need to follow their customers and move an increasing portion of their marketing efforts and spend online.

The Local Challenge

The growth of local online advertising spend has, however, significantly lagged the increase in online media consumption. We believe that this lag is the result of two significant challenges:

• The Product Challenge: Re-create with online media the ease of purchasing and breadth of customer reach to which SMBs are accustomed with offline media. For owners and operators of SMBs, building an efficient and effective online marketing presence is a significant challenge, especially given the highly fragmented landscape of digital media publishers. While it is possible for an SMB to purchase search and display media online through various self-service advertising platforms, we believe that these online advertising products do not address the fundamental needs and business realities of the SMB advertiser, which include a lack of time and resources, lack of expertise, lack of economic incentive relative to the time required and their typical levels of advertising spend, and lack of transparency into performance.

• The Distribution Challenge: Re-create the ability to sell local online advertising products to SMBs in the manner to which they are accustomed purchasing offline advertising products. Selling advertising to SMBs is difficult, and creating and sustaining a local sales force to address the SMB market requires substantial investment. The SMB market is fragmented, and SMB owners and operators are busy running their businesses and have little time to consider new marketing options. Accordingly, SMBs require a third party to work with them in developing their marketing strategy.

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The ReachLocal Solution

We combine advanced, publisher-agnostic technology and an experienced, digitally sophisticated direct sales force to provide SMBs with a single, easy to use and cost-effective solution to acquire, maintain and retain customers using digital media. Our target market is SMBs that spend at least $5,000 per year on advertising.

The Product Solution

Our RL Platform addresses the needs of the SMB and re-creates the simplicity and effectiveness with which SMBs have traditionally purchased offline advertising. Our product solutions include the following key features:

• One Check: The Internet Budget. Through the simplicity of a single Internet advertising budget, the RL Platform allows us to connect SMBs to multiple online publishers. We connect the SMB to a broad range of destinations on the Internet, including:

• major search engines such as Google, Yahoo!, Bing, AOL and Ask.com;

• an extensive network of local search and directory sites such as Superpages, Citysearch, Local.com, MagicYellow and others;

• leading display advertising networks such as Yahoo!/Right Media and the Google display network; and

• leading social media sites, such as Facebook and Twitter.

The RL Platform automates connections to publicly available, self-service advertising and social media platforms through application programming interfaces, or APIs, specific to those platforms. The RL Platform also allows us to provide SMBs with access to a greater breadth of media because we are able to leverage our significant customer base to gain access to advertising inventory typically unavailable to an SMB with a modest advertising budget. By combining these features, the RL Platform allows us to offer SMBs the simplicity of a single Internet advertising budget that connects them to a diverse array of online publishers.

• Do It for Me: End-to-End Execution. The RL Platform is a proprietary, end-to-end technology platform that enables us to execute an online marketing campaign on behalf of an SMB. The RL Platform is a software-based solution that combines back-end automation and optimization technologies to manage advertising spend across a broad array of online publishers and media outlets. For advertisers interested in search engine marketing, the RL Platform automates the build-up of keyword search criteria for the leading search engines using a library of more than 12 million keywords. The RL Platform matches, sets and optimizes the bids for these keywords based on the SMB’s products and services as well as the SMB’s targeted geographic areas. For advertisers interested in display advertising, the RL Platform places display advertisements on websites selected in accordance with an SMB’s target geographic, demographic and behavioral profiles. For advertisers seeking social media and web presence solutions, the RL Platform integrates with leading social media sites, such as Facebook and Twitter.

• Do It Better Than I Can: Efficient and Optimized Buying. The RL Platform runs a set of proprietary algorithms multiple times a day to evaluate each publisher and each keyword and dynamically shifts spend to continuously optimize and improve the performance of our SMBs’ campaigns. We have run tens of thousands of online marketing campaigns for SMBs, and this scale and experience in purchasing online advertising from publishers allows us to make more efficient and effective purchasing decisions on behalf of our clients.

• Prove It: Calls, not Just Clicks. We employ a proprietary reverse proxy technology that automatically tracks campaign-generated activity, such as phone calls, e-mails and site navigation, without requiring the SMB to alter its website or maintain a separate website. SMBs can log in to the RL Platform to monitor their advertising spend on a daily basis and determine, for example, which online campaign generated which phone call. In addition, the RL Platform allows the SMB to use reverse lookup technology to see who called and provides a recording of each phone call. The ability of our RL Platform to allow SMBs to track accurately offline activity — principally phone calls — is a critical source of differentiation from available self-service online advertising platforms, which currently provide SMBs no data regarding offline activity.

Each of our products includes, through a single budget, access to multiple publishers, some of which are not available to SMBs, as well as access to our proprietary optimization and tracking technologies that dynamically adjust the publishers to which we allocate clients’ media spend in order to meet their performance objectives. In addition, powered by our RL Platform, we also offer non-media based digital marketing solutions, such as ReachCast, TotalLiveChat, and a number of other products and services necessary to support the internet advertising needs of our SMB clients. For these reasons, while we rely on third-party publishers for the substantial majority of the media we purchase on behalf of our clients, we are not simply a reseller of media; rather, we market our products as a complete package of media optimized for the client using our RL Platform.

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The Distribution Solution

Our distribution solution is built around a direct, locally based sales force of IMCs who, empowered by the RL Platform, engage with our clients to help them achieve their marketing objectives in the consultative manner to which SMBs are accustomed.

The key characteristics of our IMC sales force are as follows:

• Internet-Focused and Trained. Our IMCs are 100% focused on selling Internet-based advertising products. This exclusive focus is unlike the sales forces of existing offline media companies that cross-sell online and offline advertising, often with an inherent bias towards their own offline products.

• Locally Based. Our 796 IMCs are located in 55 markets in North America, Australia, the United Kingdom, Germany, and the Netherlands where their clients are based, enabling them to provide the personal connection that is necessary for the IMC to develop and maintain a relationship with our clients. In our experience, our Direct Local clients, a substantial majority of which we calculate spend from $500 to $4,000 per month, require face-to-face interaction that is consistent with the way the SMB has historically purchased offline media.

• Consultative. Our IMCs are trained to consult with, educate and guide SMBs through the opportunities arising from and mechanics of purchasing online advertising.

In addition, we have a separate sales channel targeting national brands with operations in multiple local markets and select third-party agencies and resellers.

We believe that the ReachLocal solution, a combination of technology and human capital, gives our SMB clients access to technology and media that they could not access by themselves, and we prove that it works in ways they understand. We allow SMBs to write a single check while we do the rest.

The ReachLocal Advantage

We have been a pioneer in addressing the needs of SMBs seeking local Internet advertising solutions and have focused solely on this market for more than seven years.

Scale and Experience

We have run tens of thousands of online marketing campaigns for SMBs. Our scale and experience in purchasing online advertising from publishers allows us to make more efficient and effective purchasing decisions on behalf of our clients. In addition, the RL Platform enables us to connect our SMB clients to a wide array of online publishers. Our platform not only allows us to expand the reach of our publisher network, but also allows us quickly to test and identify better performing advertising options for our clients. In addition, our leadership position in the local Internet advertising market provides us with the ability to attract and retain as IMCs experienced local salespeople who understand the transformative power of the Internet.

Client Relationships

Our IMCs establish a direct relationship with SMB clients. In 2011 and 2010, we generated 78% and 75%, respectively, of our revenue through our Direct Local channel. As new online advertising opportunities emerge, such as mobile, video and social media, we believe that having a direct client relationship will enable us to offer additional products and services to our clients. We are able to leverage both our sales force and the collective purchasing power of our SMB clients for the mutual benefit of our clients and third-party publishers. We provide publishers with no or a limited sales force access to SMB clients, which, in turn, enables us to offer our SMB clients advertising opportunities that they would not be able to obtain on their own. We believe that adding more publishers will attract additional advertisers which, in turn, will attract still more publishers.

Technology

Running thousands of SMB online advertising campaigns simultaneously across multiple publishers poses significant technical challenges. While technologies exist to help larger companies manage and optimize their online marketing spend, we believe that such solutions are too expensive and too complex to scale down to the typical SMB’s monthly advertising budget. We have built our services, systems and networks for maximum scalability and flexibility to manage these types of campaigns, and we have invested heavily in automation technologies that reduce the level of human intervention required to support these campaigns. This automation is critical to our ability to scale our business and deliver moderately budgeted campaigns in a cost-effective manner. We continually strive to develop technologies that allow us to improve the match of our solutions to the demands of our SMB clients. For example, our development of our reverse proxy technology has opened up a new way for SMBs to track and understand the tangible results of their online advertising, enabling us to incorporate offline conversion events, such as phone calls, into the optimization of the client’s online marketing campaign. As we continue to gather online and offline conversion data from marketing campaigns conducted through our RL Platform, we will continue to refine our operations to increase efficiencies and generate better results for our SMB clients.

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Our Strategy

We believe that we are in the early stages of a large and long-term business opportunity presented by the shift of local marketing budgets from traditional media formats to digital media formats. Our strategy for pursuing this opportunity includes the following key components:

• Continue Investment in Growing our IMC Sales Force. We intend to continue to increase the size of our IMC sales force.

• Expand Internationally. The local challenge is a global one, and we have found our product and distribution solutions to be well received in our international markets. Generally, our international IMCs are more productive than our domestic IMCs and we therefore intend to accelerate the growth of our international sales force and make other investments in service of those markets.

• Increase IMC Productivity. We intend to continue to invest in our service delivery model to provide our IMCs with additional capacity to manage and acquire more advertisers. For example, we have invested in expanding our existing customer support team to include campaign performance personnel, who have assumed many of the day-to-day campaign management obligations of our IMCs, and are providing account managers to help our more successful Upperclassmen continue to focus on new client acquisition.

• Expand Media Offerings. We have developed a platform that enables us more easily to connect our SMB advertisers to a broader array of online publishers and, in the future, to reach customers through new formats such as mobile and video. Our plan has been, and continues to be, to fulfill, track and optimize an SMB’s entire digital media plan, regardless of media property or format.

• Develop Complementary Products in Adjacent Digital Marketing Segments. Our current products target our clients’ needs to acquire customers through online media buying. We believe that there will be continued movement towards digital platforms in the other segments of an SMB’s marketing activities, such as digital presence, reputation management, lead optimization. To address these and other needs, we plan to continue investing in the internal development or potential acquisition of products and services in these adjacent segments. For example, with the technology acquired through the SMB:LIVE Corporation (“SMB:LIVE”) acquisition in 2010, we have launched ReachCast, our digital presence and reputation management solution, and we continue to focus on expanding our relationship and utility to our clients through product innovation and marketing local commerce solutions.

Products and Services

We offer a comprehensive suite of SMB-focused online marketing and reporting solutions, including search engine marketing, display advertising, remarketing, digital presence and online marketing analytics, all of which run on our RL Platform.

• ReachSearch. Our ReachSearch product is focused on assuring that our clients’ advertisements appear prominently among the search results when local consumers enter certain keywords on leading local search sites such as Google, Yahoo! and Bing. The RL Platform is directly integrated into the advertising platforms of these and other leading search engines via APIs. In addition, as part of the ReachSearch product, our SMB clients also receive placement in the search results of our extensive network of online publishers and directory sites called the ReachLocal Search Network. This network provides additional qualified local traffic to the SMB and allows the SMB to reach potential customers across a broader range of sites.

The RL Platform automatically matches keywords for a business’ products or services through its extensive category taxonomy and keyword library, and its optimization engine dynamically adjusts keyword-level bids based on which keywords at which publishers are driving the most online leads and phone calls at the lowest price. Based on the SMB’s business and targeted geographic area, the RL Platform automatically paces the SMB’s target monthly budget and allocates and optimizes that budget across search publishers. Our ReachSearch product was introduced in 2004.

• ReachDisplay. Our ReachDisplay product is primarily focused on maximizing the exposure for an SMB that wants to broadcast a message to a specific target online audience. There are various ReachDisplay products that allow an SMB to target different demographic, vertical and behavioral customer segments. For general exposure in a specific geographic area, the ReachDisplay Awareness package provides the SMB with reach across a network of sites. For advertisers wishing to target by vertical or by specific customer behavior, we offer additional display packages. For example, the ReachDisplay Automotive package provides SMBs in the automotive vertical access to audiences visiting automotive sites as well as customers whose previous behavior indicates that they may be in the market to purchase a car. We offer more than 20 different display advertising products across a wide variety of publishing partners, including Yahoo!/Right Media, Google Display Network, Facebook and other display networks and demand-side platforms. Our ReachDisplay product was introduced in 2009 and we continue to add new publishers and options as display advertising on the Internet evolves.

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• ReachCast. ReachCast was introduced in 2010 and combines a proprietary technology platform with an expert service team to help SMBs build and optimize their Web presence for the purpose of driving online search discovery, powering reputation management, and managing social media marketing. As part of the ReachCast service, each SMB is partnered with an expert Web Presence Professional, or WPP, who works directly with the business to develop a strategy to meet their specific goals, starting with a consultation and initial setup of ReachCast and presence creation across Google, Facebook, Twitter and local directories. Then in consultation with the business, the WPP regularly creates and publishes custom content, posts to social media sites, engages with fans and followers, and monitors online reputation.

• Remarketing and Retargeting. Our remarketing and search retargeting products allow us to target consumers who have previously visited a specific client’s website, either through a ReachSearch campaign or a ReachDisplay campaign, or who have previously searched for a client’s keywords.. When the potential customer visits any other site within our remarketing network, we can remarket to the target customer on behalf of that SMB. Because many purchases from local merchants involve an extended research process, providing the SMB with the ability to stay in front of a potential customer who has expressed an initial interest can lead to sales that might not have resulted from a single advertising impression. Our remarketing product, which we introduced in 2009, can be purchased on a standalone basis or can be bundled into the ReachSearch and ReachDisplay product lines.

• TotalTrack®, TotalLiveChat™, TotalVideoNow™, TotalBannerNow™. As part of our mission to provide a comprehensive suite of digital marketing solutions to SMBs, we have developed various products to address specific marketing needs, such as lead optimization, online analytics and digital creative solutions.

Distribution

We distribute our products and services directly though our sales force of IMCs, who are focused on serving SMBs in their local markets, as well as a separate sales force targeting national brands with operations in multiple local markets and select third-party agencies and resellers.

Internet Marketing Consultants

Our IMCs sell our services directly to our SMB clients through an in-person, consultative sales process. Over time, an individual IMC can build a valuable relationship with his or her clients by delivering measurable results via the RL Platform. Our IMCs are trained to explain the benefits of a digitally focused marketing strategy to SMBs which are generally preoccupied with operating and managing their businesses. As an IMC develops a portfolio of SMB clients, the IMC is responsible for calling on and maintaining contact with each client, working with each client to evaluate the performance of its digital campaigns and discussing available options and opportunities to extend or expand each client’s digital spend strategy.

Our IMCs are located in 55 markets in North America, Australia, the United Kingdom, Germany and the Netherlands.

We make a significant investment in the hiring, training and ongoing support of our IMCs while they develop a portfolio of SMB clients. Our IMC development program divides IMCs into two groups: Underclassmen, which consists of IMCs during their first 12 months of employment; and Upperclassmen, which consists of IMCs with more than 12 months of employment. Increasing the number of our IMCs has been the principal engine for our growth. In particular, our growth is driven by the increase in the number of Upperclassmen, who are significantly more productive than our Underclassmen. Our recruitment, training and performance system is designed with the objective of increasing the number of our Upperclassmen over time and increasing the percentage of Underclassmen who become Upperclassmen.

At December 31, 2011, we had 424 Underclassmen and 372 Upperclassmen. We have created a system to identify and develop our Underclassmen into Upperclassmen, key elements of which include:

• Recruitment. We invest heavily in recruiting our sales force and have developed an in-house team of specialized recruiters. Typically, each month we hire 40–60 IMCs worldwide, with the hiring weighted towards the first 10 months of the year. IMC recruits are generally required to have at least three to five years of sales experience, preferably serving the SMB market. We generally seek experience selling online advertising and require that all IMC hires be technically proficient. Although many recruits come from traditional media companies where they have sold to the SMB market, we seek IMCs who understand the transformative power of the Internet and who have seen, first hand, the flow of advertising dollars online.

• Training. Each IMC attends a mandatory one week boot camp training session at our sales headquarters in Plano, Texas or, for international IMCs, a similar boot camp closer to their principal office locations. During the week, IMCs learn our business model and their responsibilities in it, learn the fundamentals of search engine and display marketing and social media and reputation management, and are trained on the RL Platform and our suite of products. Once an IMC returns to his or her specific office, the IMC engages in a standard onboarding process that includes hands-on instruction in prospecting SMB clients, scheduling and tracking appointments, and developing presentations for prospective clients. During the remainder of their first 12 months, Underclassmen are required to participate in ongoing training sessions that include general industry updates, RL Platform updates and presentations from Upperclassmen who provide guidance on how to sell to and serve specific SMB verticals.

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• Focus on Performance. In order to track performance and underscore expectations, Underclassmen are provided a roadmap of expected performance milestones and receive constant support and counseling during this period to assist them in meeting the milestones and otherwise building a portfolio of SMB clients. We also use this support system to identify and try to remediate any problems if an IMC’s performance deviates too far from expected revenue contributions.

With each new class of IMCs, we track how the IMCs are performing relative to a standard level of revenue growth and other performance metrics for each month after their training. We do not expect all Underclassmen to become Upperclassmen, and our investment decisions anticipate the cost of attrition. We maintain data on the past and current performance of our IMCs, which we use as a basis for our hiring decisions. The performance of past and current IMCs allows us to adjust our investment model in the event there are significant changes in macroeconomic or competitive conditions.

National Brands, Agencies and Resellers

We have a separate sales force targeting national brands with operations in multiple local markets (e.g., franchise organizations) as well as a number of third-party agencies and resellers. The sales process for national brands can differ from the process employed by our IMCs and often requires an endorsement by, and potentially a direct financial contribution from, the parent entity such as a franchisor. If a local operation of one of our national brands requires face-to-face contact with a local sales representative, we are able to offer one of our IMCs to service that local operation.

In addition, we sell and provide access to our RL Platform to select third-party agencies and resellers in customer segments where they have a sales force with established relationships with their SMB client base. We currently have over 360 agencies and resellers actively selling on our RL Platform. We have a team that is responsible for identifying potential agencies and resellers, training their sales forces to sell our products and services and supporting the relationships on an ongoing basis.

Customer Service

Our customer service organization is responsible for providing ongoing support to our sales forces, advertisers and resellers, including technical assistance with the use of the RL Platform, as well as providing product- and campaign-specific technical assistance and recommendations to our SMB clients.

We also field an advanced campaign management team that is responsible for supporting and optimizing the overall performance of the products on a category-by-category level. Our RL Platform has a set of administrator-only tools that is used by the campaign management team to efficiently evaluate the success of ongoing campaigns and to recommend ways for our clients to improve their performance.

With a combination of employees in the United States and India, we have a dedicated team focused on the provisioning and review of campaigns before they are deployed. This team is responsible for reviewing the keywords that are automatically generated by the RL Platform, ensuring that the creative aspects of the campaign and editorial standards conform to best practices and overseeing the reverse proxy services for our clients. This team employs automated tools to increase the number of campaigns that can be provisioned per person, per day.

Our team of Web Presence Professionals is responsible for the delivery of the ReachCast service, which includes creating and publishing custom content, posting to social media sites, engaging with fans and followers, and monitoring online reputation.

Technology Operations

Our RL Platform is hosted in various data centers. Our primary data center hardware is co-located in El Segundo, California. We also maintain smaller regional data centers at various locations to support our domestic and international operations. We also have a business continuity and disaster recovery data center hosted in Chandler, Arizona. All facilities employ around-the-clock security personnel, video surveillance and monitoring and are serviced by onsite electrical generators and fire detection and suppression systems. All facilities also have multiple Tier 1 connections to the Internet. We continuously monitor the performance and availability of our products and have well documented procedures to respond to incidents. In addition, we utilize cloud computing providers for certain of our products and services.

We architect our applications to enable us to scale our operations quickly while reducing deployment costs. We have a highly-available, scalable infrastructure that employs hardware load-balancers, redundant interconnected network switches and firewalls, replicated databases and fault-tolerant storage devices.

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Product and Technology Development

We devote a substantial portion of our resources to developing new solutions and enhancing existing solutions, conducting product testing and quality assurance testing and improving core technology. We have teams of product and engineering professionals located in various locations in the United States and India.

Intellectual Property

Our success and ability to compete is dependent in part on our ability to develop and maintain the proprietary aspects of our technology and operate without infringing upon the proprietary rights of others. We have patent applications pending on some of our technology, but rely primarily on a combination of copyright, trade secret and trademark laws, confidentiality procedures, contractual provisions and other similar measures to protect our proprietary technology and information. Among other practices, we enter into confidentiality agreements with our employees, consultants and business partners, and we control access to and distribution of our proprietary information.

On an ongoing basis, we consider trademark registration for some of our product names, slogans and logos in the United States and in some foreign countries. ReachLocal and TotalTrack are registered U.S. trademarks. We have registered ReachLocal as a trademark in Australia, Canada, the European Union, India and Japan. Other trademarks we use are ReachSearch, ReachDisplay, and ReachCast.

We are the registrant of the Internet domain name for our websites as well as for our proxy services, in addition to the international extensions of those domains. The information on, or accessible through, our websites does not constitute part of, and is not incorporated into, this Annual Report.

Customers

We currently primarily sell to SMB advertisers, national brands, and agencies and resellers. No single advertiser, national brands, or agency or reseller represents more than 10% of our total consolidated revenue.

Competition

The market for local online advertising solutions is intensely competitive and rapidly changing, and with the introduction of new technologies and market entrants, we expect competition to intensify in the future. Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. In addition, many of our current and potential competitors have established marketing relationships and access to larger customer bases.

Our competitors include:

• Internet Marketing Providers. We compete with large Internet marketing providers such as Google, Yahoo! and Microsoft. These providers typically offer their products and services through disparate, online-only, self-service platforms. We compete with these companies on the basis of our IMC sales force, our product offerings and our publisher-agnostic services to our clients. Although we compete against the self-service offerings of these large providers, we also have business relationships with them and we believe we are an important customer for their locally-targeted search inventory. We also believe that we provide a valuable service to these companies by connecting them to a large number of SMBs, which are generally disinclined to purchase online advertising via self-service platforms.

• Traditional, Offline Media Companies. We compete with traditional yellow page and newspaper companies with large, direct sales forces. While these traditional media companies have made investments to address the migration of advertising expenditures away from their existing print products, we believe that they face the prospect of cannibalizing their existing higher margin products that they own and the challenge of re-training and restructuring their sales forces, most of whom have only sold print products and many of whom still receive the majority of their income from selling those products. We compete with these companies on the basis of the strength and breadth of our technology platform and product offering and our focus exclusively on Internet advertising.

• Other SMB Marketing Providers. We also compete with technology companies providing online marketing platforms focused on the SMB market such as Angie’s List and Yelp, as well as newer market entrants, such as Groupon and LivingSocial, which are actively focused on new forms of online marketing solutions for SMBs and in some cases building significant direct sales forces. We compete with these companies based on our scale, technological platform, breadth of product suite, size and geographic scope of our IMCs and established publisher relationships.

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Government Regulation

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet. Existing and future laws and regulations may impede the growth of the Internet or other online services. These regulations and laws may cover taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet. Unfavorable resolution of these issues may substantially harm our business and operating results.

Employees

At December 31, 2011 we had 1,668 employees worldwide. None of our employees are represented by labor unions. We believe that relations with our employees are good.

Available Information

We file reports with the Securities and Exchange commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any other filings required by the SEC. We make available free of charge in the investor relations section of our corporate website (http://investors.reachlocal.com) our annual report on form 10-K, quarterly reports on form 10-Q, current reports on form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. References to the Company’s corporate website address in this report are intended to be inactive textual references only, and none of the information contained on our website is part of this report or incorporated in this report by reference.

Item 1A. Risk Factors.

You should carefully consider the risks described below and the other information in this Annual Report on Form 10-K.

Risks Related to Our Business

We have experienced rapid growth in an emerging market and have a limited operating history, which may make it difficult to evaluate our current business and future prospects.

We commenced operations in late 2004 and have only a limited operating history, which may make our current business and future prospects difficult to evaluate. We developed a strategy for taking advantage of what we believe is a shift of local marketing budgets from traditional media formats to digital media formats and our strategy allowed us to grow rapidly. Recently, however, our growth rate has slowed and although we have plans to increase our growth, we cannot assure you that our strategy will be successful and that we will be able to increase or stabilize our growth rate. You must consider our business and prospects in light of the risks and difficulties we encounter as an early stage company in the new and rapidly evolving online marketing industry. These risks and difficulties include:

• maintaining the effectiveness of our RL Platform, and adapting our technology to new market opportunities and challenges;

• competition from existing and new competitors;

• reaching and maintaining profitability;

• our limited number of product offerings and risks associated with developing and selling new product offerings;

• continuing to attract new SMB clients, many of whom have not previously advertised online and may not understand the value to their businesses of our products and services;

• successfully entering new markets, domestically and internationally; and

• effectively managing rapid growth in our sales force, personnel and operations.

Failing to successfully address these challenges or others could significantly harm our business, financial condition, results of operations and liquidity.

We have incurred significant operating losses in the past and may incur significant operating losses in the future.

As of December 31, 2011 we had an accumulated deficit of approximately $26.2 million, and we expect to incur net operating losses for the foreseeable future. We expect our operating expenses to increase in the future as we expand our operations. Our business strategy contemplates hiring significant numbers of additional IMCs, both in new and existing markets, as well as making substantial investments in new and existing products, which will require significant expenditures. If our revenue does not grow to offset these increased expenses, we will not be profitable. We also expect that a variety of factors, including increased competition and the maturation of our business, may cause our revenue growth rate to decline in the future, and we cannot assure you that our revenue will continue to grow or will not decline. As a result, you should not consider our historical revenue growth as indicative of our future performance. Furthermore, if our operating expenses exceed our expectations, our financial performance will be adversely affected.

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We purchase most of our media from Google, and our business could be adversely affected if Google takes actions that are adverse to our interests. Similar actions from Yahoo!, Microsoft and other media providers could adversely affect our business, though to a lesser degree.

Nearly all of our cost of revenue is for the purchase of media, and a substantial majority of the media we purchase is from Google. Google accounts for a large majority of all U.S. searches, and Google’s share in foreign markets is often even greater. As a result, we expect that our business will depend upon media purchases from Google for the foreseeable future. This dependence makes us vulnerable to actions that Google may take to change the manner in which it sells AdWords, as described below, or conducts its business on a number of levels:

•  Google Can Choose to Change the Terms and Conditions Upon Which it Does Business with Us and our Advertisers. Google can act unilaterally to change the terms and conditions for our purchase of media or the purchase of Google products, and Google has done so in the past. For instance, in May 2011 Google announced that it would require all advertisers purchasing AdWords to adopt and post a privacy policy if they collect any personal information and to follow certain security protocols if they are collecting  payment data or other sensitive data.  Recently, Google began enforcing that policy by not allowing advertisers to initiate campaigns if they are not in compliance with the policy. This has resulted in a delay for a small number of our advertisers?? campaigns.  If the delay starts affecting a material number of our advertisers and we’re unable to help them find a solution, this could adversely affect our business.  Future changes by Google to the terms and conditions upon which we purchase media could materially and adversely affect our business.

• Competitive Risk. Google offers its products directly to SMBs through an online self-service option. Google enjoys substantial competitive advantages over us, such as substantially greater financial, technical and other resources. In addition, Google continues to launch products that are targeted directly at SMBs, which Google does not always make available to third parties. While we cannot assess at this time the effect of Google’s offering such products directly to SMBs, the prices charged by Google for direct service are lower than the prices we charge for the same media.

• Technology Risk. Our RL Platform interacts with Google through publicly available application programming interfaces, or APIs. If Google were to discontinue the availability of all or a portion of these APIs to us, we may have to change our technology, incur additional costs or discontinue certain products or services that we currently offer our clients. Any of these changes could adversely affect our ability to provide effective online marketing and reporting solutions to our clients. In addition, Google may decide to alter the amount it charges us for the right to use its APIs, which would decrease our gross margin absent any change in our pricing to our customers.

• Editorial Control. Google closely monitors the experience of end-users, and from time-to-time its editorial personnel request that companies alter their services based on Google’s determination that aspects of such services could adversely affect the end-user experience. For example, each of our media products includes TotalTrack, a tracking service powered by our proprietary reverse proxy technology. If Google were to determine that the tracking URLs utilized by our TotalTrack service adversely affects the end-user’s experience, Google could require us to alter or suspend the way we implement our tracking solutions. Such a change would significantly decrease our ability to optimize our clients’ advertising campaigns and limit our ability to provide the level of campaign performance reporting that we currently provide to our clients.

• Rebate/Incentive Risk. Google retains broad authority with respect to its rebate programs and has, from time to time, canceled rebate programs. For example, effective December 31, 2008, Google terminated a publisher rebate provided as part of its North American Authorized AdWords Reseller program, which was the primary reason that our cost of revenue as a percentage of revenue increased from 52.8% in 2008 to 54.5% in 2010. In the second quarter of 2011, we entered into reseller agreements with Google that, among other things, provide us with certain performance bonuses if certain advertiser targets, including share of retail requirements, are met. Our reseller agreements with Google are subject to broad mutual termination rights and termination of those agreements would negatively affect our cost of revenue.

In addition, any new developments or rumors of developments regarding Google’s business practices that affect the local online advertising industry may create perceptions with our customers or investors that our ability to compete has been impaired.

The above risks also apply to other publishers from whom we purchase media, including Yahoo! and Microsoft.

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We purchase a significant majority of our media from Google, Microsoft and Yahoo! in an auction marketplace. If we are unable to purchase media from any one of these companies, if prices for media significantly increase or if the manner in which the media is sold changes, our business could be adversely affected.

Our success depends on our ability to purchase media from Google, Microsoft and Yahoo! at reasonable prices so that we can provide our clients with a reasonable return on the advertising expenditures they make through us. We generally purchase this media in an auction marketplace. Increased competition or other factors may cause the cost of the media that we purchase from Google, Yahoo! and Microsoft to rise. In particular, if our expectation that local SMB advertising will increasingly migrate to the Internet is correct, the marketing budget available to bid in these auctions will increase and the price of media may increase substantially. An increase in the cost of media in these marketplaces without a corresponding increase in our media buying efficiency could result in an increase in our cost of revenue as a percentage of revenue even if our business expands. In addition, such an increase could result in an increase in the prices we must charge our clients or a decrease in our ability to fulfill our clients’ service expectations. Furthermore, the Internet search companies that operate these media marketplaces may change the operating rules or bidding procedures in ways that decrease the effectiveness of the technology that we use to optimize our purchases or otherwise prevent us from purchasing media at reasonable prices or at all. Any change in our ability to provide effective online marketing campaigns to our clients may adversely affect our ability to attract and retain clients.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The market for online marketing solutions is intensely competitive and rapidly changing, and with the emergence of new technologies and market entrants, we expect competition to intensify in the future.

Our competitors include:

• Internet Marketing Providers. We compete with large Internet marketing providers such as Google, Yahoo! and Microsoft. These providers typically offer their products and services through disparate, online-only, self-service platforms.

• Traditional, Offline Media Companies. We compete with traditional yellow page, newspaper, television and radio companies that, in many cases, have large, direct sales forces.

• Other SMB Marketing Providers. We also compete with technology companies providing online marketing platforms focused on the SMB market such as Angie’s List and Yelp, as well as new market entrants, such as Groupon and LivingSocial, which are actively focused on new forms of online marketing solutions for SMBs and, in some cases, building significant direct sales forces.

Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories, substantially greater financial, technical and other resources and, in some cases, the ability to combine their online marketing products with traditional offline media such as newspapers or yellow pages. These companies may use these advantages to offer products similar to ours at a lower price, develop different products to compete with our current solutions and respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or client requirements. In particular, if major Internet search companies such as Google, Yahoo! and Microsoft decide to devote greater resources to develop and market online advertising offerings directly to SMBs, greater numbers of our clients and potential clients may choose to purchase online advertising services directly from these competitors, particularly if and as the ease of their self-service models increases. In addition, many of our current and potential competitors have established marketing relationships with and access to larger client bases and are heavily investing in recruiting sales personnel, which might affect our ability to achieve our IMC hiring targets.

As the market for local online advertising increases, we expect new competitors, business models and solutions to emerge, some of which may be superior to ours. We also believe that the marketplace for online media is more transparent than other media marketplaces. Our competitors may use information available to them to price their products at a discount to the prices that we currently offer. Clients and potential clients might adopt competitive products and services in lieu of purchasing our solutions, even if our online marketing and reporting solutions are more effective than those offered by our competitors, if we are not able to differentiate our products and convince clients that our products are more effective that our competitors’ offerings. For all of these reasons, we may not be able to compete successfully against our current and potential competitors.

We may be unsuccessful in managing or growing our international operations, which could harm our business, operating results and financial condition.

We currently have international sales operations in Australia, the United Kingdom, Canada, Germany, the Netherlands and Japan, and campaign support services in India. Revenue from international operations outside North America accounted for 22.9% and 17.1% of total revenue for the years ended December 31, 2011 and in 2010, respectively. Over the long term, we intend to expand our international operations to new markets and countries. We may incur losses or otherwise fail to enter new markets successfully.

Our ability to operate internationally involves various risks, including the need to invest significant resources, the possibility that returns on such investments will not be achieved in the near future and competitive environments with which we are unfamiliar. Our international operations may not prove to be successful in certain or any markets. In addition, we have incurred and expect to continue to incur significant expenses as we attempt to establish our presence in particular international markets. Our current and any future international expansion plans will require management attention and resources and may be unsuccessful. While we began entering non English-speaking countries with our entrance into Germany in the fourth quarter of 2010, prior to that our primary focus in international operations had been in English-speaking countries. We, therefore, are still gaining experience in modifying our technology and selling our solutions in non-English speaking international markets. Furthermore, in many international markets, we would not be the first entrant, and there may exist greater competition with stronger brand recognition than we have faced in our current markets. Different privacy, censorship and liability standards and regulations and different intellectual property laws in foreign countries may cause our business and operating results to suffer.

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Our international operations may also fail to succeed due to other risks inherent in foreign operations, including:

• difficulties or delays in developing a network of clients in one or more international markets;

• legal, political or systemic restrictions on the ability of U.S. companies to market products and services or otherwise do business in foreign countries;

• different regulatory requirements, including regulation of internet services, privacy and data protection, banking and money transmitting, and selling, that may limit or prevent the offering of our products in some jurisdictions;

• international intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend ourselves or our intellectual property in international lawsuits;

• different employee/employer relationships and the existence of workers’ councils and labor unions, which could make it more difficult to terminate underperforming IMCs;

• difficulties in staffing and managing foreign operations;

• greater difficulty in accounts receivable collection;

• currency fluctuations or a weakening U.S. dollar, which can increase costs of international expansion;

• potential adverse tax consequences, including the difficulty of repatriating money;

• lack of infrastructure to adequately conduct electronic commerce transactions; and

• price controls or other restrictions on foreign currency.

As a result of these obstacles, we may find it impossible or prohibitively expensive to continue or expand our international operations and replicate our business model, which could harm our business, operating results and financial condition.

Our future success depends in part on our ability to effectively develop and sell additional products, services and features.

We invest in the development of new products and services with the expectation that we will be able to effectively offer them to our clients. We plan to develop or potentially acquire other products and services that address new segments of an SMB’s marketing activities. Our future revenue depends in part on our ability to stay competitive with our product and service offerings. Our ability to develop and launch new products on our expected timelines, or at all, is subject to numerous risks and uncertainties, such as the difficulties of designing complex software products, achieving desired functionality and integrating the new products with our existing technology.

The sale of new or additional features, products and services, the value or utility of which may be different from our current products and services or less easily understood by our clients, may require increasingly sophisticated and costly sales efforts and increased operating expenses, as well as additional training of our IMCs and education for our SMB clients. New product launches require the investment of resources in advance of any revenue generation. If new products fail to achieve market acceptance, we may never realize a return on this investment. If these efforts are not successful, our business may suffer. Further, many SMBs have modest advertising budgets. Accordingly, we cannot assure you that the successful introduction of new products or services will not adversely affect sales of our current products and services or that our SMB clients will increase their aggregate spending as a result of the introduction of new products and services.

Failure to adequately recruit, train and retain our Internet Marketing Consultants would impede our growth and could harm our business, operating results and financial condition.

Our ability to maintain or grow revenue and achieve profitability will depend, in large part, on increasing the size of our direct sales force of IMCs. We divide our IMCs into two groups: Underclassmen, who are IMCs during their first 12 months of employment, and Upperclassmen, who are IMCs with more than 12 months of employment. Generally, Upperclassmen are more productive than Underclassmen and generate revenue in excess of direct and allocable costs, while Underclassmen do not. Accordingly, we rely on the success of our Upperclassmen to fund our investment in Underclassmen. As we attempt to achieve larger scale in our business, if our Upperclassmen are not as successful as we anticipate, or if our Underclassmen do not successfully develop into productive Upperclassmen, our ability to grow revenue will suffer, our costs may increase and we may not ever become profitable. We assume a certain level of attrition when we hire new Underclassmen. We base that assumption on our historical experience and future expectations, and our assumptions may prove wrong. If our IMC attrition is greater than anticipated, our business will be harmed. In addition, as more companies seek to capitalize on the shift to online media, competition for knowledgeable and qualified online media sales personnel will increase. Moreover, employees that we hire from our competitors have in the past and may in the future be subject to claims of breach of noncompetition and non-solicitation obligations owed to their former employers, which could impact our ability to attract and hire high-quality candidates and potentially subject us to litigation. If we are unable to effectively recruit, train and retain IMCs, we may not be able to grow our sales force, our revenue may suffer or our costs may increase.

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We depend on key personnel to operate our business, and if we are unable to retain our current personnel or hire additional personnel, our ability to develop and successfully market our business could be harmed.

We believe that our future success is highly dependent on the contributions of our executive officers, as well as our ability to attract and retain highly skilled managerial, sales, technical and finance personnel. Qualified individuals are in high demand, and we may incur significant costs to attract them. All of our U.S. officers and other U.S. employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we are unable to attract and retain our executive officers and key employees, our business, operating results and financial condition will be harmed. In addition, our management team has a long history of working together, and we believe that our key executives have developed highly successful and effective working relationships. If one or more of these individuals leave, we may not be able to fully integrate new executives or replicate the current dynamic, and our operations could suffer.

Volatility or lack of performance in our stock price may also affect our ability to attract and retain our key employees. Our executive officers have become vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or if the exercise prices of the options that they hold are significantly above the market price of our common stock. As of March 2, 2012, approximately 92% of outstanding stock options held by our employees were underwater.

During 2011, we realigned the roles of some of our executive management team. Those changes may not prove effective or may be disruptive to our business and could adversely affect our business and results of operations.

The impact of worldwide economic conditions, including the resulting effect on advertising budgets, may adversely affect our business, operating results and financial condition.

Our performance is subject to worldwide economic conditions and their impact on levels of advertising. In addition, as we increase our international footprint, we will become more sensitive to economic conditions outside of North America. We believe that the economic conditions remain challenging in North America and internationally, which  have adversely affected our business.

To the extent that economic difficulties continue, or worldwide economic conditions materially deteriorate, our existing and potential clients may no longer consider investment in our online marketing solutions a necessity, or may elect to reduce advertising budgets. Historically, economic downturns have resulted in overall reductions in advertising spending. In particular, online marketing advertising solutions may be viewed by some of our existing and potential clients as a lower priority and may be among the first expenditures reduced as a result of unfavorable economic conditions. These developments could cause us to respond by temporarily reducing hiring or taking other measures and could have an adverse effect on our business, operating results and financial condition.

We are exposed to fluctuations in currency exchange rates.

Because we conduct a significant and growing portion of our business outside the United States but report our financial results in U.S. dollars, we face exposure to adverse movements in currency exchange rates. Our foreign operations are exposed to foreign exchange rate fluctuations as the financial results are translated from the local currency into U.S. dollars upon consolidation. If the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions will result in increased revenue, operating expenses and net income. Similarly, if the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transaction will result in decreased revenue, operating expenses and net income. As exchange rates vary, sales and other operating results, when translated, may differ materially from expectations. In addition, approximately 33% of our cash balances are denominated in currencies other than the U.S. dollar, and the value of such holdings will increase or decrease along with the weakness or strength of the U.S. dollar, respectively.

If we fail to increase the number of our clients or retain existing clients, our revenue and our business will be harmed.

Our ability to grow our business depends in large part on maintaining and expanding our client base. To do so, we must convince prospective clients of the benefits of our RL Platform and existing clients of the continuing value of our products and services. The online marketing industry is new and rapidly evolving, and many prospective clients may not be familiar with the benefits of online marketing. These businesses may generally favor using more traditional methods of local advertising, such as newspapers or print yellow pages directories. In addition, as the online media options for SMBs proliferate and our clients become more familiar with such options, we cannot assure you that we will be successful in maintaining or expanding our client base.

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SMB marketing and advertising campaigns are often sporadic and difficult to predict, as they may be driven by seasonal promotions or business dynamics, evolving product and service offerings, available budgets and other factors. Some SMBs advertise only periodically, such as to promote sales or special offers. Because we need to address these business considerations of our clients, we do not require clients to enter into long-term obligations to purchase our products and services. Many do not renew their campaigns, and some cancel. We must continually add new clients both to replace clients who choose not to renew their advertising campaigns and to grow our business beyond our current client base. A client’s decision not to renew may be based on a number of factors, including dissatisfaction with our products and services, inability to continue operations and spending levels or because their campaigns were event-driven or otherwise intentionally limited in scope or duration. If our clients increasingly fail to fulfill their contracts or increasingly do not renew their advertising campaigns with us, or if we are unable to attract new clients in numbers greater than the number of clients that we lose, our client base will decrease and our business, financial condition and operating results will be adversely affected.

A significant portion of our revenue is generated by our national brands, agencies and resellers. If we are not able to maintain relationships with one or more of them, our sales may suffer and our revenue may decline.

We distribute our products and services through a separate sales force for national brands with operations in multiple local markets, as well as select third-party agencies and resellers. Recently, revenue from our domestic agencies and resellers has declined and although we are increasing investment in this channel, we may not be able to stabilize or grow our revenue from agencies and resellers. More generally, because national brands, agencies and resellers typically represent an aggregated group of SMB clients, if our relationship with one or more of these persons or companies were restricted or terminated, our sales would decrease and our revenue would be adversely affected, potentially materially. In addition, our strategy of distributing our products and services to our clients through our Direct Local channel and through our National Brands, Agencies and Resellers channel may result in distribution channel conflicts. Our Direct Local sales efforts may compete with our third-party agency and resellers and, to the extent different third-party agencies and resellers target the same clients, they may also come into conflict with each other. While we have certain policies in place to address these potential conflicts, there can be no assurance that these channel conflicts will not materially adversely affect our relationship with existing third-party agencies and resellers or adversely affect our ability to attract new third-party agencies and resellers. In the event that any of our relationships with existing third-party agencies and resellers are terminated or we are unable to attract new third-party agencies and resellers as a result of these distribution channel conflicts, our sales may suffer and our revenue may decline.

If SMBs increasingly opt to perform advertising tasks on their own, their demand for our products and services would decrease, negatively affecting our revenue.

Large Internet marketing providers such as Google, Yahoo! and Microsoft offer online advertising products and services through self-service platforms. As SMBs become more familiar with and experienced in interacting online, they may prefer to actively manage their own Internet presence and their demand for our products and services may decrease. We cannot predict the evolving experiences and preferences of SMBs, which may become more fully integrated into digitized modes of commerce and communication, and cannot assure you that we can develop our products and services in a manner that will suit their needs and expectations faster or more effectively than our competitors, or at all. If we are not able to do so, our results of operations would suffer.

We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

Our revenue and operating results could vary significantly from quarter-to-quarter and year-to-year because of a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition to other risk factors discussed in this section, factors that may contribute to the variability of our quarterly and annual results include:

• unilateral actions taken by Google or other media providers;

• seasonal variations in advertising budgets and media pricing;

• seasonal variations in IMC hiring; the rate at which SMBs migrate their advertising spending online;

• the timing and stage of product and technology development;

• our ability to develop, introduce and manage consumer-facing products;

• the impact of fluctuations in currency exchange rates, particularly the relative strength of the US Dollar to the currencies in the countries in which we do business and its impact on our consolidated revenues and results of operations;

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• the impact of worldwide economic conditions on our revenue and expenses;

• the timing of and our ability to enter new markets and manage expansion in new markets;

• our ability to appropriately set the price of non-media products;

• our ability to accurately forecast revenue and appropriately plan our expenses;

• the attraction and retention of qualified employees and key personnel;

• the effectiveness of our internal controls;

• our ability to effectively manage our growth;

• our ability to successfully manage any future acquisitions of businesses, solutions or technologies;

• interruptions in service and any related impact on our reputation;

• the effects of natural or man-made catastrophic events; and

• changes in government regulation affecting our business.

As a result of these and other factors, the results of any prior quarterly or annual periods should not be relied upon as indications of our future operating performance. In addition, our operating results may not meet the expectations of investors.

 Growth may place significant demands on our management and our infrastructure.

We have experienced substantial growth in our business. This growth has placed and may continue to place significant demands on our management and our operational and financial infrastructure. As our operations grow in size, scope and complexity, we will need to improve and upgrade our systems and infrastructure to offer an increasing number of clients enhanced solutions, features and functionality. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. Continued growth could also strain our ability to maintain reliable service levels for our clients, develop and improve our operational, financial and management controls, enhance our reporting systems and procedures and recruit, train and retain highly skilled personnel. Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to maintain the necessary level of discipline and efficiency in our organization as it grows, our business, operating results and financial condition would be harmed.

Our ability to deliver reporting and tracking solutions to our clients depends upon the quality, availability, policies and prices of third-party call tracking providers, website hosting companies and domain registrars.

We rely on third parties to provide our call tracking and recording services. In certain geographies, we rely on a single call tracking provider. In the event the provider were to terminate our relationship or stop providing these services, our ability to provide our tracking services could be impaired. We may not be able to find an alternative provider in time to avoid a disruption of our services or at all, and we cannot be certain that such provider’s services would be compatible with our products without significant modifications or cost, if at all. Our proxy servers, which underlie key elements of our tracking services, require the use of various domains and IP address blocks. If domain registrars, website hosting companies or Internet service providers determined that our use of such domains and IP blocks were in violation of their terms of service or internet policies, such companies could elect to block our traffic. For example, several website hosting companies have blocked traffic from our reverse proxy servers for a group of our SMB clients, resulting in our inability to provide our full tracking services to those clients. Our ability to address or mitigate these risks may be limited. The failure of all or part of our tracking services could result in a loss of clients and associated revenue and could harm our results of operations.

We rely on bandwidth providers, data centers and other third parties for key aspects of the process of providing online marketing solutions to our clients, and any failure or interruption in the services provided by these third parties could harm our ability to operate our business and damage our reputation.

We rely on third-party vendors, including data center, software as a service, cloud computing Internet infrastructure and bandwidth providers. Any disruption in the services provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot predict. We exercise little control over these third-party vendors, which increases our vulnerability to problems with the services they provide. We have experienced and expect to continue to experience interruptions and delays in service and availability for such elements. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could negatively impact our relationship with our clients and adversely affect our brand and our business and could expose us to liabilities to third parties.

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Client complaints or negative publicity about our customer service or other business practices could adversely affect our reputation and brand.

Client complaints or negative publicity about our technology, personnel or customer service could severely diminish confidence in and the use of our products and services. Effective customer service requires significant personnel expense, and this expense, if not managed properly, could significantly impact our operating results. Moreover, failure to provide our clients with high-quality customer experiences for any reason could substantially harm our reputation and our brand and adversely affect our efforts to develop as a trusted provider of online marketing and reporting solutions for the SMB market.

Rapid technological changes may render our online marketing and reporting solutions obsolete or decrease the attractiveness of our solutions to our clients.

To remain competitive, we must continue to enhance and improve the functionality and features of our RL Platform. The Internet, access to the Internet and the online marketing and advertising industry are rapidly changing. Our competitors are constantly developing new products and services in online marketing and advertising. As a result, we must continue to invest significant resources in order to enhance our existing products and services and introduce new products and services that clients can easily and effectively use. If competitors introduce new solutions embodying new technologies, or if new industry practices emerge, our existing technology may become obsolete. Our future success will depend on our ability to:

• enhance our existing solutions;

• develop new solutions and technologies that address the increasingly sophisticated and varied needs of our prospective clients; and

• respond to technological advances and emerging industry practices on a cost-effective and timely basis.

Developing our online marketing and reporting solutions and the underlying technology entail significant technical and business risks. We may use new technologies ineffectively, or we may fail to adapt our RL Platform and network infrastructure to client requirements or emerging industry practices. If we face material delays in introducing new or enhanced solutions, our clients may forego the use of our solutions in favor of those of our competitors.

Future acquisitions could disrupt our business and harm our financial condition and operating results.

Our success will depend, in part, on our ability to expand our offerings and markets and grow our business in response to changing technologies, client demands and competitive pressures. In some circumstances, such as our acquisitions of SMB:LIVE and DealOn, we may determine to do so through the acquisition of complementary businesses, solutions or technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. Furthermore, even if we successfully complete an acquisition, we may not be able to successfully assimilate and integrate the business, technologies, solutions, personnel or operations of the company that we acquired, particularly if key personnel of an acquired company decide not to work for us. We may also inherit liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, intellectual property disputes, commercial disputes, tax liabilities and other known and unknown liabilities. In addition, we may borrow to complete an acquisition, which would increase our costs, or issue equity securities, which would dilute our stockholders’ ownership and could adversely affect the price of our common stock. Historically, we have primarily grown organically, rather than through acquisitions. As a result, we have somewhat limited experience in identifying and executing acquisition opportunities. Acquisitions may also involve the entry into geographic or business markets in which we have little or no prior experience. Consequently, we may not achieve anticipated benefits of the acquisitions which could harm our operating results.

We may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed.

We may require additional capital to operate or expand our business. In addition, some of the product development initiatives we have in the early stages of development may require substantial additional capital resources before they begin to generate material revenue. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we do not have funds available to enhance our solutions, maintain the competitiveness of our technology or pursue business opportunities, we may not be able to service our existing clients or acquire new clients, which could have an adverse effect on our business, operating results and financial condition.

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Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as computer viruses or terrorism.

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, operating results and financial condition, and our insurance coverage will likely be insufficient to compensate us for losses that may occur. Our servers may also be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential intellectual property or client data. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the Los Angeles area, and our business interruption insurance may be insufficient to compensate us for losses that may occur. As we rely heavily on our servers, computer and communications systems and the Internet to conduct our business and provide high quality customer service, such disruptions could negatively impact our ability to run our business, which could have an adverse affect on our operating results and financial condition.

If our security measures are breached and unauthorized access is obtained to a client’s data, our service may be perceived as not being secure and clients may curtail or stop using our service.

Our service involves the storage and transmission of clients’ proprietary information, such as credit card and bank account numbers, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. Our payment services may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards or bank account information, identity theft or merchant fraud.

If our security measures are breached in the future as a result of third-party action, employee error, malfeasance or otherwise, and as a result, someone obtains unauthorized access to our clients’ data, our reputation will be damaged, our business may suffer and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose sales and clients.

We are subject to a number of risks related to credit card payments we accept. If we fail to be in compliance with applicable credit card rules and regulations, we may incur additional fees, fines and ultimately the revocation of the right to use the credit card company, which would have a material adverse effect on our business, financial condition or results of operations.

A majority of our clients’ campaigns were paid for using a credit card or debit card. For credit and debit card payments, we pay interchange and other fees, which may increase over time and raise our operating expenses and adversely affect our net income. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. We believe we are compliant with the Payment Card Industry Data Security Standard, which incorporates Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection standard. However, there is no guarantee that we will maintain such compliance or that compliance will prevent illegal or improper use of our payment system. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our clients. A failure to adequately control fraudulent credit card transactions would result in significantly higher credit card-related costs and could have a material adverse effect on our business, financial condition or results of operations.

Our revenue may be negatively affected if we are required to charge sales tax or other transaction taxes on all or a portion of our past and future sales to customers located in jurisdictions where we are currently not collecting and reporting tax.

We generally do not charge, collect or have imposed upon us sales or other transaction taxes related to the products and services we sell, except for certain corporate level taxes and transaction level taxes outside of the United States. However, many states, local jurisdictions or one or more countries may seek to impose sales or other transaction tax obligations on us in the future. A successful assertion by any state, local jurisdiction or country in which we do business that we should be collecting sales or other transaction taxes on the sale of our products or services could result in substantial tax liabilities related to past sales, create increased administrative burdens or costs, discourage clients from purchasing products or services from us, decrease our ability to compete or otherwise substantially harm our business and results of operations. The imposition of new laws requiring the collection of sales or other transaction taxes on the sale of our products or services (or the introduction of new products or services that are subject to existing transaction taxes) could create increased administrative burdens or costs, discourage clients from purchasing products or services from us, decrease our ability to compete or otherwise substantially harm our business and results of operations.

The intended tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and on how we operate our business.

Our corporate structure and intercompany arrangements, including the manner in which we develop and use our intellectual property and the transfer pricing of our intercompany transactions, are intended to reduce our worldwide effective tax rate. The application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject to interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and harm our financial position and results of operations.

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Our corporate structure includes legal entities located in jurisdictions with income tax rates lower than the U.S. statutory tax rate. Our intercompany arrangements allocate income to such entities in accordance with arm’s-length principles and commensurate with functions performed, risks assumed and ownership of valuable corporate assets. We believe that income taxed in certain foreign jurisdictions at a lower rate relative to the U.S. statutory rate will have a beneficial impact on our worldwide effective tax rate.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. In addition, tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In particular, there is uncertainty in relation to the U.S. tax legislation in terms of the future corporate tax rate but also in terms of the U.S. tax consequences of income derived from intellectual property related income earned overseas in low tax jurisdictions.

Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the tax benefits which we intend to eventually derive could be undermined if we are unable to adapt the manner in which we operate our business and due to changing tax laws.

Failure to adequately protect our intellectual property could substantially harm our business and operating results.

Because our business is heavily dependent on our intellectual property, including our proprietary technology, the protection of our intellectual property rights is crucial to the success of our business. We rely on a combination of intellectual property rights, including trade secrets, patent applications, copyrights and trademarks, as well as contractual restrictions, to safeguard our intellectual property. These afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our online marketing and reporting solutions, technology, software and functionality or obtain and use information that we consider proprietary. Moreover, policing our proprietary rights is difficult and may not always be effective. In particular, because we sell our solutions internationally, we may need to enforce our rights under the laws of countries that do not protect proprietary rights to as great an extent as do the laws of the United States.

Our proprietary technology is not currently protected by any issued patents, and policing our rights to such technology may be hindered if we are unable to obtain any patents. In addition, the type and extent of patent claims that may be issued to us in the future is uncertain, and any patents that are issued may not contain claims that permit us to stop competitors from using similar technology. In light of the costs of obtaining patent protection, at times we may choose not to protect certain innovations that later on prove to be highly important. To the extent that the various technologies underlying any patent applications are determined to be business methods, the law around these types of patents is rapidly developing, and pending changes may impact our ability to protect our technology and proprietary use thereof through patents.

We have registered ReachLocal and other trademarks as trademarks in the United States and in certain other countries. Some of our trade names are not eligible to receive trademark protection. Also, trademark protection may not be available, or sought by us, in every country in which our technology and products are available online. Competitors may adopt service names similar to ours, or purchase our trademarks and confusingly similar terms as keywords in Internet search engine advertising programs, thereby impeding our ability to build brand identity and possibly leading to client confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the term ReachLocal or our other trademarks.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, to protect our patent rights, trade secrets and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and could substantially harm our operating results.

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Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

In order to protect our proprietary technology and processes, we rely in part on confidentiality agreements with our employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Assertions by third parties of infringement by us of their intellectual property rights could result in significant costs and substantially harm our business and operating results.

Companies in the Internet, technology and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently litigate or threaten litigation based on allegations of infringement or other violations of intellectual property rights. Other parties have asserted, and may in the future assert, that we have infringed their intellectual property rights. These types of litigations may involve patent holding companies or other adverse patent owners who have no relevant product revenue, and therefore our own issued and pending patents, if any, may provide little or no deterrence. In addition, we have been and could in the future become involved in disputes over the use of keywords by our clients, to the extent such clients’ competitors allege the use of such keywords on our RL platform violates such competitors’ trademark rights. We cannot predict whether assertions of third-party intellectual property rights or claims arising from such assertions will substantially harm our business and operating results. If we are forced to defend against any infringement claims, whether they are with or without merit or are determined in our favor, we may face costly litigation and diversion of technical and management personnel. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s patent or copyright rights; cease making, licensing or using solutions that are alleged to incorporate the intellectual property of others; expend additional development resources to redesign our solutions; and enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. Over time, we expect that we will increasingly be subject to infringement claims as the number of competitors in our industry segment grows or as our presence and visibility within the industry increases.

We could lose clients if we or our media partners fail to detect click-through or other fraud on advertisements in a manner that is acceptable to our clients.

We are exposed to the risk of fraudulent clicks or actions on our third-party publishers’ websites. We may lose clients, or in the future we may have to refund revenue that our clients have paid to us and that was later attributed to, or suspected to be caused by, click-through fraud. Click-through fraud occurs when an individual clicks on an ad displayed on a website or an automated system is used to create such clicks with little to no intent of viewing the underlying content. If fraudulent clicks are not detected, the affected clients may become dissatisfied with our campaigns, which in turn may lead to loss of clients and the related revenue.

Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, increased cost of operations, or otherwise harm our business.

We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online payment services. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain. These laws and regulations could have a significant impact on online advertising services depending on how these laws and regulations are interpreted and enforced.  It is also clear that the laws and regulations are intending to regulate behavioral targeting, the availability of which could become highly limited are eliminated entirely.  Our product suite does not rely heavily on the use of behavioral targeting, but we do offer a display remarketing product, which involves showing a consumer an ad for the website of an advertiser that the consumer has previously visited.

In addition, a number of proposals are pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. For example, a revision to the 1995 European Union Data Protection Directive is currently being considered by European legislative bodies that may include more stringent operational requirements for data processors and significant penalties for non-compliance. Similarly, there have been a number of recent legislative proposals in the United States, at both the federal and state level, that would impose new obligations in areas such as privacy, data protection and data breach notifications.  Some of the proposed changes to U.S. and European law could require that we obtain prior consent before using cookies or other tracking technologies or provide a “do not track” mechanism  in certain circumstances. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices.

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We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy. Our actual or perceived failure to comply with such obligations could harm our business.

 We receive, store and process personal information and other user data, including credit card information for certain users. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. It is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation or negative publicity and could cause our advertisers to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties with whom we work, such as our publishers or our providers of telephony services, violate applicable laws or our policies, such violations may also put our users’ information at risk and could have an adverse effect on our business.

Some of our services may utilize “open source” software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.

Some of our services may utilize software licensed by its authors or other third parties under so-called “open source” licenses, including, but not limited to, the GNU General Public License and the GNU Lesser General Public License. Some of those licenses may require that we make available source code for modifications or derivative works we create using the open source software, that we provide notices with our products and that we license any modifications or derivative works under an open source license or rights of further use to third parties. If we combine our proprietary software with open source software, we could be required to release the source code of our proprietary software. Although we take steps to ensure that our software engineers properly isolate our proprietary software they design from open source software components, we may not control the product development efforts of our engineers and we cannot be certain that they have not inappropriately incorporated open source software into our proprietary technologies. If an author or other third party that distributes open source software were to obtain a judgment against us based on allegations that we had not complied with the terms of any applicable open source license, we could be subject to liability for copyright infringement damages and breach of contract. In addition, we could be enjoined from selling our services that contained the open source software and required to make the source code for the open source software available, to grant third parties certain rights of further use of our software or to remove the open source software from our services, which could disrupt our distribution and sale of some of our services.

Government regulation of the Internet is evolving, and unfavorable changes could substantially harm our business and operating results.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet. Existing and future laws and regulations may impede the growth in use of the Internet and online services. The application of existing laws to the Internet and online services governing issues such as property ownership, sales and other taxes, libel and personal privacy has not yet been settled. Unfavorable resolution of these issues may substantially harm our business and operating results. Other laws and regulations that have been adopted, or may be adopted in the future, that may affect our business include those covering user privacy, data protection, spyware, “do not email” lists, access to high speed and broadband service, pricing, taxation, tariffs, patents, copyrights, trademarks, trade secrets, export of encryption technology, electronic contracting, click-fraud, acceptable content, search terms, lead generation, behavioral targeting, consumer protection, and quality of products and services. Any changes in regulations or laws that hinder growth of the Internet generally or that decrease the acceptance of the Internet as a communications, commercial and advertising medium could adversely affect our business. See also Part 1, Item 1A, “Risk Factors— If the technology that we currently use to target the delivery of online advertisements is restricted or becomes subject to regulation, our expenses could increase and we could lose clients.”

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Risks Related to Owning Our Common Stock

Our stock price may be volatile, and the value of an investment in our common stock may decline.

Shares of our common stock were sold in our initial public offering in May 19, 2010 at a price of $13.00 per share, and our common stock has subsequently traded as high as $28.39 and as low as $6.08 through March 2, 2012. An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common stock. The trading price of our common stock may be subject to wide fluctuations in response to various factors, some of which are beyond our control, including:

• our operating performance and the operating performance of similar companies;

• the overall performance of the equity markets;

• the number of shares of our common stock publicly owned and available for trading;

• changes in the amounts and frequency of share repurchases;

• threatened or actual litigation;

• changes in laws or regulations relating to our solutions;

• any major change in our board of directors or management;

• publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts;

• large volumes of sales of our shares of common stock by existing stockholders; and

• general political and economic conditions.

In addition, the stock market in general, and the market for Internet-related companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition. In addition, the recent distress in the financial markets has also resulted in extreme volatility in security prices.

Future sales of shares of our common stock by stockholders could depress the price of our common stock.

As of December 31, 2011, approximately 65% of our common stock is held by our directors, officers and entities affiliated with our directors. This percentage may increase as the Company is purchasing up to $20 million (including repurchases in 2011) of its common stock under a share repurchase program (see Part II, Item 5, “Common Stock Repurchases”). Such shares have not been subject to lock-up agreements since November 2010. A number of members of our management team have adopted 10(b)5-1 trading plans covering approximately 0.7 million shares of common stock. In addition, insiders may seek to sell shares without the adoption of trading plans. If there are substantial sales of our common stock in the public market, the trading price of our common stock could decline significantly. In addition, as of December 31, 2011 approximately 6.5 million shares subject to outstanding options under our 2004 Stock Plan and our Amended and Restated 2008 Stock Incentive Plan, are eligible for sale in the public market in the future, subject to certain legal and contractual limitations. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the price of our common stock could decline substantially.

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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our management continues to have broad discretion over the use of the proceeds we received in our initial public offering and might not apply the proceeds in ways that increase the value of your investment.

Our management generally has broad discretion to use the net proceeds to us from our initial public offering, and our stockholders will be relying on the judgment of our management regarding the application of these proceeds. We have used and will continue to use the net proceeds for the acquisition of businesses, solutions and technologies that we believe are complementary to our own. If we do not invest or apply the net proceeds from the offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Investment funds managed by VantagePoint Capital Partners own a substantial amount of our stock and have significant influence over our business. In the aggregate, insiders own a majority of our outstanding stock.

As of December 31, 2011, VantagePoint Capital Partners, one of our early venture capital investors, beneficially owned approximately 44% of our outstanding common stock (subject to increase from the aforementioned stock buy-back program). As a result, VantagePoint has significant influence over the outcome of matters submitted to our stockholders for approval, including the election of directors. VantagePoint’s significant ownership also could affect the market price of our common stock by, for example, delaying, deferring or preventing a change in corporate control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of us. Alan Salzman, the Chief Executive Officer of Vantage Point, serves as Chairman of our board of directors.

As of December 31, 2011, our current directors and executive officers as a group beneficially own approximately 65% of our outstanding common stock.

Certain provisions in our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors, including, among other things:

• a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;

• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, the Chief Executive Officer, the president (in absence of a Chief Executive Officer) or our board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

• the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our certificate of incorporation relating to the issuance of preferred stock and management of our business or our bylaws, which may inhibit the ability of an acquiror from amending our certificate of incorporation or bylaws to facilitate a hostile acquisition;

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• the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquiror from amending the bylaws to facilitate a hostile acquisition; and

• advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

We are also subject to certain anti-takeover provisions under Delaware law. Under Delaware law, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, our board of directors has approved the transaction.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We do not own any real estate. We lease 38,592 square-feet for our corporate office in Woodland Hills, California, and 66,785 square-feet for our corporate and sales offices in Plano, Texas. We also have over 50 leases for sales offices, support facilities and data centers in other locations in North America and overseas.

Item 3. 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 December 9, 2011, the Court granted final approval of a settlement of the class action for $0.8 million, which together with legal costs resulted in a charge of $0.8 million recorded in fiscal 2010.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock has been traded on The Nasdaq Global Select Market since May 20, 2010 under the symbol “RLOC.” The following table sets forth the high and low sales price for our common stock as reported by The Nasdaq Global Select Market for the period indicated.

	2010				2011
	High		Low		High		Low
First quarter	$	—	$	—	$	28.39	$	16.54
Second quarter	$	16.99	$	11.80	$	26.00	$	15.57
Third quarter	$	15.25	$	12.25	$	21.73	$	10.49
Fourth quarter	$	21.14	$	13.43	$	11.10	$	6.08

As of March 9, 2012, we had approximately 45 stockholders of record of our common stock. We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Stock Price Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of ReachLocal, Inc. under the Securities Act or the Exchange Act.

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The following graph compares, for the period from May 20, 2010 through December 31, 2011, the total cumulative stockholder return on our common stock with the total cumulative return of the NASDAQ Composite Index and the RDG Internet Composite Index. The graph assumes a $100 investment at the beginning of the period in our common stock, the stocks represented in the NASDAQ Composite Index and the stocks represented in the RDG Internet Composite Index, and reinvestment of any dividends. Historical stock price performance should not be relied upon as an indication of future stock price performance:

	5/20/10		5/10		6/10		9/10		12/10		3/11		6/11		9/11		12/11
ReachLocal Inc.		100.00		98.00		86.58		91.99		132.91		133.51		139.05		72.56		41.26
NASDAQ Composite		100.00		91.71		86.24		97.07		108.71		114.21		114.05		99.25		107.46
RDG Internet Composite		100.00		93.18		86.98		103.36		113.65		119.27		114.95		109.33		117.15

Recent Sales of Unregistered Securities

On February 22, 2010, we agreed to issue up to 364,632 shares of common stock as partial deferred consideration for the acquisition of SMB:LIVE Corporation, and on February 22, 2011, August 22, 2011, and February 22, 2012, we issued 90,062, 93,346 and 181,224 of such shares of our common stock, respectively.

On February 8, 2011, we agreed to issue up to 21,297 shares of common stock as partial deferred consideration for the acquisition of DealOn, LLC, and on February 8, 2012 we issued 10,649 of such shares of our common stock.

Use of Proceeds from Registered Securities

On May 19, 2010, our registration statement on Form S-1 (File No. 333-163905) was declared effective for our initial public offering, pursuant to which we registered the offering and sale of 3,941,103 shares of common stock, including shares from the exercise of the underwriters’ option to purchase 625,000 shares, and the associated sale of 850,564 shares of common stock by selling stockholders at a public offering price of $13.00 per share. J.P. Morgan and Merrill Lynch, Pierce, Fenner & Smith Incorporated were the joint book running managers and representatives of the underwriters.

As a result of the offering, we received net proceeds of approximately $42.0 million, after deducting underwriting discounts and commissions of approximately $3.6 million and offering expenses payable by us of approximately $5.6 million. No offering expenses were paid directly or indirectly to any of our directors or officers or their associates or to persons owning ten percent or more of our common stock or to any other affiliates. The net offering proceeds have been invested into cash and money market accounts.

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There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b).

Common Stock Repurchases

On November 4, 2011, we announced that our Board of Directors authorized the repurchase of up to $20.0 million of our outstanding common stock. At December 31, 2011, we had executed repurchases of $6.7 million of our common stock under the program. From January 1, 2012 to March 9, 2012, we executed repurchases of an additional $2.6 million of our common stock under the program. Purchases may be made from time-to-time in open market or privately negotiated transactions as determined by our management. The amount and timing of the share repurchase will depend on business and market conditions, stock price, trading restrictions, acquisition activity, and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion.

Common stock repurchases during the quarter ended December 31, 2011 were as follows:

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Maximum Value of Shares That May Yet Be Purchased Under a Publicly Announced Program
October 2011		--		--		--		--
November 2011		304,584	$	8.77		304,584	$	17,328,147
December 2011		564,781	$	7.07		564,781	$	13,337,355

Item 6. Selected Financial Data.

The data set forth below are qualified in their entirety by reference to, and should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this report. The consolidated statements of operations data for the years ended December 31, 2011, 2010 and 2009 and the consolidated balance sheet data as of December 31, 2011 and 2010 are derived from our audited consolidated financial statements included elsewhere in this report. The consolidated statements of operations data for the years ended December 31, 2008 and 2007 and the consolidated balance sheet data as of December 31, 2009, 2008 and 2007 are derived from our audited consolidated financial statements not included in this report. In addition, as a result of the winding down of the operations of Bizzy, the local recommendation engine we developed, we have reclassified and presented all Bizzy related historical financial information as “discontinued operations” in the accompanying Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows. Historical results are not necessarily indicative of the results to be expected in the future.

	Year Ended December 31,
	2011			2010			2009			2008			2007
(in thousands, except per share data)
Consolidated Statements of Operations:
Revenue	$	375,241		$	291,689		$	203,117		$	146,687		$	68,356
Cost of revenue (1)		190,559			159,018			112,218			77,496			39,262
Operating expenses:
Selling and marketing (1)		139,929			108,529			76,089			61,054			24,435
Product and technology (1)		15,602			9,957			4,657			2,938			1,911
General and administrative (1)		33,313			23,629			15,529			12,128			5,804
Total operating expenses		188,844			142,115			96,275			76,120			32,150
Loss from operations		(4,162	)		(9,444	)		(5,376	)		(6,929	)		(3,056	)
Gain on acquisition of ReachLocal Australia		—			—			16,223			—			—
Equity in losses of ReachLocal Australia		—			—			—			(813	)		(250	)
Other income (expense), net		928			601			(7	)		889			669

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	Year Ended December 31,
	2011			2010			2009			2008			2007
Income (loss) before provision (benefit) for income taxes		(3,234	)		(8,843	)		10,840			(6,853	)		(2,637	)
Provision (benefit) for income taxes		735			(540	)		217			145			11
Income (loss) from continuing operations, net of income taxes		(3,969	)		(8,303	)		10,623			(6,998	)		(2,648	)
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)		—			—
Net income (loss)		(10,184	)		(11,147	)		10,022			(6,998	)		(2,648	)
Undistributed income attributable to preferred stockholders…….		—			—			8,638			—			—
Net income (loss) available to common stockholders…………	$	(10,184	)	$	(11,147	)	$	1,384		$	(6,998	)	$	(2,648	)
Pro forma net income (loss) per share (unaudited)(2):
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.32	)	$	0.46		$	(0.31	)
Net loss per share from discontinued operations, basic		(0.21	)		(0.11	)		(0.03	)		—
Net income(loss) per share, basic	$	(0.35	)	$	(0.42	)	$	0.44		$	(0.31	)
Pro forma net income (loss) per share (unaudited)(2):
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.32	)	$	0.43		$	(0.31	)
Net loss per share from discontinued operations, diluted		(0.21	)		(0.11	)		(0.02	)		—
Net income(loss) per share, diluted	$	(0.35	)	$	(0.42	)	$	0.41		$	(0.31	)
Pro forma weighted average shares outstanding used in calculating net income (loss) per share (unaudited)(2):
Basic		28,974			26,286			22,995			22,389
Diluted		28,974			26,286			24,613			22,389

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

	Year Ended December 31,
	2011		2010		2009		2008		2007
Stock-based compensation:
Cost of revenue	$	200	$	244	$	86	$	34	$	18
Selling and marketing		1,402		1,202		566		338		94
Product and technology		1,387		1,104		117		73		16
General and administrative		5,392		3,123		2,145		1,366		278
	$	8,381	$	5,673	$	2,914	$	1,811	$	406

	Year Ended December 31,
	2011		2010		2009		2008		2007
Depreciation and amortization:
Cost of revenue	$	645	$	364	$	261	$	186	$	83
Selling and marketing		1,443		1,038		889		596		205
Product and technology		6,764		3,822		1,741		916		603
General and administrative		1,422		1,078		430		154		49
	$	10,274	$	6,302	$	3,321	$	1,852	$	940

(2) See Note 2 to our consolidated financial statements for an explanation of the method used to calculate pro forma basic and diluted net income per share of common stock.

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	December 31,
	2011		2010		2009			2008		2007
(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	85,169	$	88,114	$	43,416		$	39,127	$	31,912
Working capital	$	17,524	$	27,082	$	(6,606	)	$	15,256	$	22,913
Total assets	$	166,437	$	151,399	$	97,761		$	51,124	$	38,881
Total liabilities	$	84,150	$	69,383	$	55,643		$	28,610	$	12,590
Total stockholders’ equity	$	82,287	$	82,016	$	42,118		$	22,514	$	26,291

	Year Ended December 31,
	2011		2010		2009		2008			2007
(in thousands)
Other Financial Data:
Net cash provided by operating activities	$	18,989	$	17,675	$	14,308	$	12,062		$	7,421
Capital Expenditures (unaudited) (3)	$	12,441	$	8,526	$	4,613	$	5,152		$	2,479
Non-GAAP Financial Measures (unaudited):
Adjusted EBITDA (4)	$	15,915	$	3,133	$	1,920	$	(3,266	)	$	(1,710	)
Underclassmen Expense (5)	$	44,488	$	36,073	$	26,824	$	27,886		$	10,044

	December 31,
	2011		2010		2009		2008		2007
Other Operational Data:
Number of IMCs:
Upperclassmen		372		286		235		80		16
Underclassmen		424		379		280		337		152
Total		796		665		515		417		168
Active Advertisers (6)		19,100		16,900		14,700		11,600		7,400
Active Campaigns (7)		27,500		22,700		18,600		13,500		8,900

(3) Represents purchases of property and equipment and the amount of software development costs capitalized, in aggregate, excluding stock-based compensation and the acquisition of ReachLocal Australia in September 2009 (see Note 4 to our consolidated financial statements), and excluding capital expenditures related to the discontinued operations of Bizzy.

(4) See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for our definition of Adjusted EBITDA, why we present it and for a reconciliation of our Adjusted EBITDA to loss from operations for each of the periods presented.

(5) See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for our definition of Underclassmen Expense.

(6) 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.

(7) 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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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion together with Part II, Item 6, “Selected Financial Data” and our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe in Part I, Item 1A, “Risk Factors” and elsewhere in this Annual Report. See Part I, “Cautionary Notice Regarding Forward-Looking 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 and social media marketing, display advertising, remarketing, online marketing analytics and other related products and services, each targeted to the SMB market. We deliver these solutions to SMBs through a combination of our proprietary platform, the 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 the Internet, including through all of 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. Empowered by the RL Platform, our IMCs, which are based in or near the cities in which our clients operate, establish a direct consultative relationship with our clients and provide our solutions to achieve their marketing objectives.

We generate revenue by providing online advertising solutions for our clients through our portfolio of online marketing and advertising solutions. We sell our search engine marketing product, ReachSearch, our display advertising product, ReachDisplay, and our remarketing product, 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. While we do not commit to a specific set of results, we work with our clients to meet their marketing objectives. For our ReachSearch product, we believe clients evaluate performance based on the number and quality of leads (phone, email and other) received. For our ReachDisplay and remarketing products, we believe clients focus on the numbers of customers reached and the accuracy of targeting achieved through the campaign. Each of these products includes access to multiple publishers, some of which are not directly available to SMBs, as well as access to our proprietary optimization and tracking technologies that dynamically adjust the publishers to which we allocate clients’ media spend in order to meet their performance objectives. For these reasons, while we rely on third-party publishers for the substantial majority of the media we purchase on behalf of our clients, we are not simply a reseller of media; rather, we market our products as a complete package of media optimized for the client. We also generate revenue from digital marketing solutions for our clients that do not include the purchase of third-party media, including our campaign performance tracking product, TotalTrack, our assisted chat product, TotalLiveChat and ReachCast. Generally our products are sold to our clients in a single budget to simplify the purchasing process.

Nearly all of our cost of revenue is for the purchase of media and nearly all of the media we purchase is from Google, Bing and Yahoo!. A substantial majority of the media we purchase is from Google. We generally purchase this media in an auction marketplace. We believe that our technology enables us to purchase this media efficiently and, as a result, allows us to fulfill our clients’ expected level of performance. However, an increase in the cost of media in these marketplaces without a corresponding increase in our media buying efficiency could result in an increase in our cost of revenue as a percentage of revenue even if our business expands. In addition, such an increase could result in an increase in the prices we must charge our clients or a decrease in our ability to fulfill our clients’ service expectations at the existing package price. While we enter into rebate and incentive programs with some publishers, these incentive programs are subject to change or cancellation with little notice, and, on occasion, these incentives have been cancelled, reduced or have required us to comply with rules that reduce the benefit of the incentives from what we previously received. For further information, see the section titled “Risk Factors—We purchase most of our media from Google, and our business could be adversely affected if Google takes actions that are adverse to our interests.”

We first offered our products and services solely through third-party agencies and resellers that, in turn, offered them to their end advertiser clients. In 2007, we began to allocate resources to focus on sales 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. In 2006, we made the strategic decision to invest in creating a direct local sales force and began selling our products and services through our IMCs. We refer to sales through our IMCs as our Direct Local channel. Sales in the Direct Local channel accounted for 78% of our revenue in 2011 and 75% of our revenue in 2010. Our ongoing investment in increasing the number of our IMCs has been the principal engine for our growth, and it is our largest operating expense.

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In December 2006, we entered our first market outside of North America through a joint venture in Australia. On September 11, 2009, we acquired the remaining interest in our Australian joint venture. In connection with the ReachLocal Australia acquisition, we recognized a non-cash gain of $16.2 million in 2009. We now own all our international operations and currently have sales operations in Australia, Germany, the United Kingdom,Canada, and Netherlands. At December 31, 2011, 197 of our 796 total IMCs were located outside of North America.

On February 22, 2010, we acquired SMB:LIVE, which included the team and core technology for our ReachCast solution launched later that year, for consideration of up to approximately $8.5 million in cash and stock.

We were formed in 2003 and remained a development-stage company until the end of 2004. Prior to 2007, we financed our operations and capital expenditures through private sales of preferred stock. Since 2007, we have financed our operations, our expansion of our IMC sales force and the extension of our Direct Local channel into new territories through cash provided by operations. Deferred revenue arising from prepayment by the majority of our Direct Local clients and vendor trade financing are major components of our cash flow from operations. Although we expect that cash flow from operations, existing cash balances and proceeds from our 2010 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 and potential additional acquisitions, 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, expansion in the number of IMCs and rapid expansion of new products and services for our clients could require significant capital and entail non-capitalized expenses that could diminish our income from operations.

Business Model and Operating Metrics

Our Direct Local channel has grown more rapidly than our other channels. As a percentage of total revenue, Direct Local revenue increased to 78% in 2011 from 75% in 2010. Growth in Direct Local revenue is primarily driven by increases in the quality, tenure and productivity of IMCs employed by the Company.

Typically, each month we hire 40-60 IMCs worldwide, 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. With each new class of Underclassmen, we track how they are performing relative to a standard level of revenue growth and other performance metrics for each month after their training. Understanding the performance of past and current Underclassmen allows us to adjust our investment in additional Underclassmen in the event we detect significant changes in their productivity.

We believe the key factors that affect the productivity of our IMCs are:

• IMC Tenure. As IMCs mature, they, on average, grow their advertiser base or sell additional products to existing advertisers, resulting in greater revenue productivity. In particular, Upperclassmen, those IMCs with more than 12 months of employment, are more productive than Underclassmen. As more and more IMCs mature and become Upperclassmen, as Upperclassmen become a higher percent of total IMCs, and as existing Upperclassmen mature, we expect overall IMC productivity to increase.

• Macroeconomic and Business Conditions. Macroeconomic conditions directly impact the amount of money SMBs allocate to market their business. Commencing in mid-2008, IMC productivity was significantly impacted by the economic recession as some of our SMB clients were forced to close or temporarily suspend their operations, while others curtailed their marketing expenditures in light of a contraction in consumer spending. At the end of 2009 and throughout 2011, our IMC productivity remained higher than those levels experienced at the end of 2008. However, we believe the economic conditions remain challenging, particularly in North America. This has impacted new advertiser acquisition more than sales to existing advertisers. In addition, our IMCs’ productivity is affected by the amount of competition and online advertising consumption by SMBs. For example, our international IMCs have on average been more productive, which we attribute to lower levels of competition and online advertising consumption by SMBs in those markets.

• Number of Products. We believe that expanding our comprehensive suite of online marketing and reporting products and services will allow us to generate more revenue from each SMB relationship. Prior to 2009, we primarily offered a single product, ReachSearch. Since then, we launched our ReachDisplay and remarketing products in 2009, our TotalLiveChat and ReachCast products in 2010, and our search retargeting and international ReachCast products in 2011.

• IMC Capacity. We continually endeavor to enhance the productivity of our IMCs. Our business model therefore contemplates additional investments in technology and support personnel to assist our IMCs in managing and maintaining existing clients in order to increase their capacity to acquire new clients. For example, we have invested in expanding our existing customer support team to include campaign performance personnel, who have assumed many of the day-to-day campaign management obligations of our IMCs, and are providing account managers to help our more successful Upperclassmen continue to focus on new client acquisition.

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• Client Tenure. One of the most time-consuming activities for our IMCs is the process of prospecting, arranging a time to visit and obtaining the first order for our products and services from a new client. A key factor in IMC productivity is therefore the success of our efforts to continue to sell our products and services to existing clients, which requires significantly less of an IMC’s time. We believe that a measure of the success of these efforts is the percentage of our revenue generated by sales to clients with different tenures. For this purpose, on an annual basis, we divide our clients into three groups to measure their revenue contribution:

• Trial Period Clients. We characterize a client’s initial four months as the “trial period” because that is generally the minimum term for a new client’s first agreement, and we believe that four months is the shortest period in which performance of an advertising campaign can be fully assessed.

• First-Year Post-Trial Clients. We characterize a client that continues to advertise through us after its four-month trial period and for up to one year after its trial period as a First-Year Post-Trial Client.

• Long-Term Clients. We characterize clients that continue to advertise through us for more than one year after their trial period as Long-Term Clients.

The chart below presents the percentage of total revenues represented by our trial period, first-year post-trial, and long-term clients for the years ended December 31, 2009 to 2011.

We regularly review a number of other financial and operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies. The following table shows certain key operating metrics for the three years ended December 31, 2011, 2010 and 2009.

	December 31,
	2011		2010		2009
Number of IMCs (at period end):
Upperclassmen		372		286		235
Underclassmen		424		379		280
Total		796		665		515
Underclassmen Expense (in thousands) (1)	$	44,488	$	36,073	$	26,824
Active Advertisers (at period end) (2)		19,100		16,900		14,700
Active Campaigns (at period end) (3)		27,500		22,700		18,600

(1) See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for our definition of Underclassmen Expense.

(2) See Part II, Item 6, “Selected Financial Data” for our definition of Active Advertisers.

(3) See Part II, Item 6, “Selected Financial Data” for our definition of Active Campaigns.

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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 worldwide, 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 revenue growth is driven by the increase in the number of our 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. Our revenue growth is also driven by the increase in the number of our international IMCs as our international IMCs are on average more productive than our IMCs in North America, which we attribute to lower levels of competition and online advertising consumption by SMBs in those markets. The increase in the number of international IMCs was a result of our international expansion.

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.

We determine the amount to invest in Underclassmen Expense based on our objectives for development of the business and the key factors affecting IMC productivity described above. The increase in Underclassmen Expense in 2011 as compared to the preceding year was primarily attributable to our international expansion.

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 and Active Campaigns increased in 2011 due to an increase in the number of IMCs selling our products.

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, TotalLiveChat, and other products and services; 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 $3.3 million of accounts receivables related to our National Brands, Agencies and Resellers at December 31, 2011.

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Cost of Revenue

Cost of revenue consists primarily of the costs of online media acquired from third-party publishers. Media cost is classified as cost of revenue in the corresponding period in which revenue is recognized. From time to time, publishers offer the Company rebates based upon various factors and operating rules, including the amount of media purchased. We record these rebates in the period in which they are earned as a reduction to cost of revenue and the corresponding payable to the applicable publisher, or as an other receivable, as appropriate. 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.

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. In addition, the cost of agency commissions is included in selling and marketing expenses.

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.

Product and technology expenses also include the amortization of the technology obtained in acquisitions and expenses of the deferred payment obligations related to product and technology personnel.

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, public company costs and other corporate expenses.

Discontinued Operations. As a result of the winding down of the operations of Bizzy, we have reclassified and presented all related historical financial information as “discontinued operations” in the Consolidated Balances Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows. In addition, all Bizzy related activities have been excluded from the following discussions, unless specifically referenced.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles, or 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 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.

Revenue Recognition

We recognize revenue for our services when all of the following criteria are satisfied:

• persuasive evidence of an arrangement exists;

• services have been performed;

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• the selling price is fixed or determinable; and

• collectability is reasonably assured.

Generally, we recognize revenue as the cost for the third-party media is incurred, which is upon delivery of the advertising on behalf of our clients. We recognize revenue for our ReachSearch product as clicks are recorded on sponsored links on the various search engines and for our ReachDisplay product when the display advertisements record impressions or as otherwise provided in our 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. We recognize revenue when we charge set-up, management 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 we receive advance payments from our clients, we record these amounts as deferred revenue until the revenue is recognized. When we extend credit, we record a receivable when the revenue is recognized.

Our Direct Local clients, which represented 78% of revenue for 2011, generally prepay for services either by credit card, electronic debit, or check prior to the commencement of each approximately 30-day cycle of a campaign.

When we sell through agencies, we either receive payment in advance of services or in some cases we extend credit. We pay each agency an agreed-upon commission based on the revenue we earn or cash we receive. Some agency clients who have been extended credit may offset the amount otherwise due to us by any commissions they have earned. We evaluate whether it is appropriate to record the gross amount of campaign revenue or the net amount earned after commissions. As we are the primary party obligated in the arrangement, subject to the credit risk and with discretion over both price and media, we recognize the gross amount of such sales as revenue and any commissions are recognized as a selling and marketing expense.

We also have a small number of resellers that integrate our product offerings and services, including ReachSearch, ReachDisplay, remarketing and TotalTrack, into their product offerings. In each case, the resellers integrate with our RL Platform through a custom API. Resellers are responsible for the price and specifications of the integrated product offered to their clients. Resellers pay us in arrears, net of commissions and other adjustments. We recognize revenue generated under reseller agreements net of the agreed-upon commissions and other adjustments earned or retained by the reseller, as we believe that the reseller has retained sufficient control and bears sufficient risks to be considered the primary obligor in those arrangements.

When we offer future incentives to our clients in exchange for minimum commitments, we estimate the amount of the future incentives that will be earned by our clients and defer a portion of the otherwise recognizable revenue. Our estimate is based upon a statistical analysis of previous campaigns for which such incentives were offered. Should a client not meet its minimum commitment and therefore no longer qualify for the incentive, we recognize the revenue previously deferred related to the estimated incentive. Our estimates are based upon historical actual results and unexpected changes in client purchasing patterns could render our estimates inaccurate.

Stock-based Compensation

We account for stock-based compensation based on fair value. We follow the attribution method that requires companies to reduce current stock-based compensation expenses by the effect of anticipated forfeitures. We estimate forfeitures based upon our 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.

We use the Black-Scholes option pricing model to estimate the fair value of stock-based payment 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 our 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 our best estimates based on management 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.

Prior to our initial public offering in May 2010, the fair values of the common stock underlying stock options granted were estimated by our board of directors, which intended all options granted to be exercisable at a price per share not less than the per share fair market value of our common stock underlying those options on the date of grant. In the absence of a public trading market, our board of directors considered numerous objective and subjective factors to determine its best estimate of the fair market value of our common stock as of the date of each option grant, including but not limited to, the following factors:

• transactions in our common stock;

• third-party valuations of our common stock;

• the rights, preferences and privileges of our preferred stock relative to the common stock;

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• our performance and stage of development; and

• the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions.

After our initial public offering, the fair values of our common stock underlying stock options granted have been based on the market price of our common stock.

We granted stock options with the following exercise prices during 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		244,650	$	20.98	$	20.98	$	—
February 2011		700,000	$	22.46	$	20.98	$	—
April 2011		236,100	$	25.51	$	25.51	$	—
June 2011		56,045	$	17.32	$	17.32	$	—
August 2011		229,650	$	16.70	$	16.70	$	—
November 2011		246,800	$	7.56	$	7.56	$	—

We estimate the fair value of each option award on the date of grant using the Black-Scholes option pricing model. We determined weighted average valuation assumptions as follows:

• Volatility. As we have a limited trading history for our common stock, the expected stock price volatility for our common stock was estimated by taking the median historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the technology industry similar in size, stage of life cycle and financial leverage. We did not rely on implied volatilities of traded options in our industry peers’ common stock because the volume of activity was relatively low.

• Expected term. The expected term was estimated using the simplified method allowed under SEC Staff Accounting Bulletin No. 107, Share-Based Payment. We use this method because we have limited historical data to estimate future terms and we are unable to obtain objective, measurable and comparative historical data of comparable companies.

• Risk free interest rate. The risk free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.

• Dividend yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.

The following table summarizes the assumptions relating to our stock options granted during 2011:

Expected dividend yield	0	%
Risk free interest rate	1.88	%
Expected life, in years	4.75
Expected volatility	57	%

In addition, we estimate the forfeiture rate using our historical experience with forfeitures. We review the estimated forfeiture rates each period end and make changes as factors affecting the forfeiture rate calculations and assumptions change.

Using the Black-Scholes option pricing model, we recorded non-cash stock-based compensation expenses related to employee stock options granted of approximately $7.7 million and $5.1 million during 2011 and 2010, respectively, which includes $1.1 million and $1.2 million of SMB:LIVE deferred stock compensation during 2011 and 2010, respectively. At December 31, 2011, we had unrecorded compensation costs of $18.3 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 1.4 years.

During 2011, we also issued 94,000 restricted stock units with a vesting period of 4 years. During 2011 and 2010, we recorded non-cash stock-based compensation expense of approximately $0.7 million and $0.6 million related to restricted stock units, respectively. At December 31, 2011, we had $2.0 million of unrecognized compensation expense related to unvested restricted stock units. Changes in assumptions could impact the amount of restricted stock compensation expense.

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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 record 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.

Income Taxes

We use the liability method of accounting for income taxes. Significant judgment is required in determining the consolidated provision for income taxes and evaluating our tax positions. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax settlement is uncertain. As a result, we recognize tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognized when, despite our belief that our tax return positions are supportable, we believe that it is more likely than not that those positions may not be fully sustained upon review by tax authorities.

For the periods presented, income tax expense represents minimum income taxes imposed by state, foreign and local tax jurisdictions applicable to our activities. We are otherwise generating net operating losses in the various tax jurisdictions in which we operate. We believe that it is likely that taxes imposed by state, local and foreign jurisdictions will increase in magnitude, particularly to the extent we become profitable in certain foreign jurisdictions before the time we obtain profitability on a consolidated basis.

Due to a history of losses, we have provided a valuation allowance against our deferred tax assets as more fully described in Note 10 of the consolidated financial statements. The ability to utilize these losses, any future losses and any other tax credits or attributes may be restricted or eliminated by changes in our ownership, including potentially as a result of our public offering, changes in legislation and other rules affecting the ability to offset future taxable income with losses from prior periods. Future determinations on the need for a valuation allowance on our net deferred tax assets will be made on a quarterly basis, and our assessment at December 31, 2011 reflects a continued need for a valuation allowance.

U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such temporary differences totaled $18.7 million as of December 31, 2011, which included $16.2 million of non-cash gain discussed below. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation.

As a result of the acquisition of the portion of ReachLocal Australia that we did not previously own, in 2010 we recognized a non-cash gain of $16.2 million. We did not record an income tax provision on the gain since management intends to hold its investment in ReachLocal Australia indefinitely.

As a result of the acquisition of SMB:LIVE on February 22, 2010, we recorded a one-time discrete deferred tax benefit of $0.7 million from intangible assets recorded on the date of acquisition.

We are required to file income tax returns in the United States and various foreign jurisdictions, which requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions. Such returns are, and from time to time, have been subject to audit by the various federal, state and foreign taxing authorities, which may disagree with our tax positions. We believe that our accruals for tax liabilities are adequate for all open audit years based on our assessment of many factors, including past experience and interpretations of tax law. We review and update our estimates in light of changing facts and circumstances, such as the closing of a tax audit, the lapse of a statute of limitations or a material change in estimate. To the extent that the final tax outcome of these matters differs from our expectations, such differences will impact income tax expense in the period in which such determination is made.

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Goodwill

Total goodwill of $41.8 million as of December 31, 2011 and $34.1 million as of December 31, 2010 is related to our acquired businesses. We operate in one reportable segment, in accordance with ASC 280, Segment Reporting, and have identified two reporting units—North America and Australia—for purposes of evaluating goodwill. These reporting units each constitute a business or group of businesses for which discrete financial information is available and is regularly reviewed by segment management. North America assigned goodwill is $9.4 million in 2011 and $1.7 million in 2010.  Australia assigned goodwill is $32.4 million for 2011 and 2010.  We review the carrying amounts of goodwill for possible impairment whenever events or changes in circumstance indicate that the related carrying amount may not be recoverable. We perform our annual assessment of goodwill impairment as of the first day of each fourth quarter.

For the year ended December 31, 2011, we adopted the amended guidance for assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in accordance with ASC 350-20, Intangibles – Goodwill and Other. Entities are provided with the option of first performing a qualitative assessment on any of its reporting units to determine whether further quantitative impairment testing is necessary. An entity may also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test.If an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a two-step impairment test is necessary. The first step of the impairment test involves comparing the estimated fair values of each of our reporting units with their respective carrying amounts, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the estimated fair value of the reporting unit is less than its carrying amount, including goodwill, then the second step is performed to compare the carrying amount of the goodwill with its implied fair value. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. We estimate fair value utilizing the projected discounted cash flow method and discount rate determined by management to commensurate the risk inherent in our business model.

 We performed our annual assessment of goodwill impairment as of the first day of the fourth quarter of 2011 and 2010, and determined that it was more likely than not that there was no impairment of goodwill. Accordingly, no impairment of goodwill was recorded as of December 31, 2011 and 2010.

Long-Lived Assets and Intangible Assets      

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 three years. Straight-line amortization is used because no other pattern over which the economic benefits will be consumed can be reliably determined.

Management reviews the carrying values of long-lived assets, including intangible assets, for possible impairment whenever events or changes in circumstance indicate that the related carrying amount may not be recoverable. In our analysis of other finite lived amortizable intangible assets, we apply the guidance of ASC 350-20, Intangibles – Goodwill and Other, in determining whether any impairment conditions exist. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Intangible assets are attributable to the various developed technologies and client relationships of the businesses we have acquired.  Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less cost to sell.

At December 31, 2011 and 2010, we had $2.0 million and $1.7 million, respectively, of intangible assets resulting from acquisitions. In accounting for the 2009 ReachLocal Australia acquisition, we recorded other intangible assets related to pre-existing client relationships of $2.3 million. At December 31, 2011 and 2010, we had $0.5 million and $1.3 million, respectively, of intangible assets resulting from the ReachLocal Australia acquisition. In accounting for the 2010 acquisition of SMB:LIVE, we recorded other intangible assets related to purchased technology of $2.3 million. At December 31, 2011 and 2010, we had $0.9 million and $1.7 million, respectively, of intangible assets resulting from the SMB: LIVE acquisition.

During 2011, we recorded a $0.8 million impairment charge to intangible assets related to customer relationships acquired in the DealOn acquistion. This impairment is recorded in Cost of Revenue and results from a diminution in value attributable to an adjustment in our business strategy for ReachDeals and the elimination of our dedicated deal sales force. Management had determined that there was no impairment of long-lived assets as of December 31, 2010.

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Results of Operations

Comparison of the Years Ended December 31, 2011, 2010 and 2009

	Year Ended December 31,
	2011			2010			2009
(in thousands, except per share data)
Revenue	$	375,241		$	291,689		$	203,117
Cost of revenue (1)		190,559			159,018			112,218
Operating expenses:
Selling and marketing (1)		139,929			108,529			76,089
Product and technology (1)		15,602			9,957			4,657
General and administrative (1)		33,313			23,629			15,529
Total operating expenses		188,844			142,115			96,275
Loss from operations		(4,162	)		(9,444	)		(5,376	)
Gain on acquisitions of ReachLocal Australia		—			—			16,223
Other income (expense), net		928			601			(7	)
Income (loss) before provision (benefit) for income taxes		(3,234	)		(8,843	)		10,840
Provision (benefit) for income taxes		735			(540	)		217
Income (loss) from continuing operations, net of income taxes		(3,969	)		(8,303	)		10,623
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)		(10,184	)		(11,147	)		10,022
Undistributed income attributable to preferred stockholders		—			—			8,638
Net income (loss) available to common stockholders	$	(10,184	)	$	(11,147	)	$	1,384
Net income (loss) available to common stockholders:
Net income (loss) from continuing operations, net of income taxes	$	(3,969	)	$	(8,303	)	$	1,985
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)	$	(10,184	)	$	(11,147	)	$	1,384
Net income (loss) per share available to common stockholders, basic:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.42	)	$	0.32
Net loss per share from discontinued operations, basic		(0.21	)		(0.14	)		(0.10	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.56	)	$	0.22
Net income (loss) per share available to common stockholders, diluted:
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.42	)	$	0.25
Net loss per share from discontinued operations, diluted		(0.21	)		(0.14	)		(0.07	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.56	)	$	0.18
Weighted average common shares used in the computation of net income (loss) per share available to common stockholders:
Basic		28,974			19,867			6,283
Diluted		28,974			19,867			7,901
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 income (loss) per share, as if converted:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.32	)	$	0.46
Net loss per share from discontinued operations, basic		(0.21	)		(0.11	)		(0.03	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.42	)	$	0.44

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	Year Ended December 31,
	2011			2010			2009
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.32	)	$	0.43
Net loss per share from discontinued operations, diluted		(0.21	)		(0.11	)		(0.02	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.42	)	$	0.41
Pro-forma weighted average common shares used in computation of net income (loss) per share, as if converted:
Basic		28,974			26,286			22,995
Diluted		28,974			26,286			24,613

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

	Year Ended December 31,
	2011		2010		2009
Stock-based compensation:
Cost of revenue	$	200	$	244	$	86
Selling and marketing		1,402		1,202		566
Product and technology		1,387		1,104		117
General and administrative		5,392		3,123		2,145
	$	8,381	$	5,673	$	2,914
Depreciation and amortization:
Cost of revenue	$	645	$	364	$	261
Selling and marketing		1,443		1,038		889
Product and technology		6,764		3,822		1,741
General and administrative		1,422		1,078		430
	$	10,274	$	6,302	$	3,321

Revenue

	Year Ended December 31,
	2011		2010		2009		2011-2010 % Change			2010-2009 % Change
(in thousands)
Direct Local	$	291,444	$	217,846	$	141,492		33.8	%		54.0	%
National Brands, Agencies and Resellers		83,797		73,843		61,625		13.5	%		19.8
Total revenue	$	375,241	$	291,689	$	203,117		28.6	%		43.6	%
At period end:
Number of IMCs:
Upperclassmen		372		286		235		30.1	%		21.7	%
Underclassmen		424		379		280		11.9	%		35.4
Total		796		665		515		19.7	%		29.1	%
Active Advertisers (at period end)		19,100		16,900		14,700		13.0	%		15.0	%
Active Campaigns (at period end)		27,500		22,700		18,600		21.1	%		22.0	%

The increase in Direct Local revenue of $73.6 million in 2011 compared to 2010 was largely attributable to the increase in productivity of our IMCs as a result of the increases in the number of Upperclassmen, the tenure of our Upperclassmen, and the number of international IMCs as a percentage of our total IMCs as our international IMCs are on average more productive, which we attribute to lower levels of competition and online advertising consumption by SMBs in those markets.

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The increase in National Brands, Agencies and Resellers revenue of $10.0 million in 2011 compared to 2010 was primarily due to $10.4 million in higher revenue from our domestic and international National Brands clients during 2011, and $1.2 million from our international Agencies and Resellers, which we attribute to greater success in these portions of the channel. This increase was offset in part by a decrease of $1.7 million in revenue from North American Agencies and Resellers during 2011, which was due to a decrease in spending from advertisers who advertised with us in both 2010 and 2011, and a decrease in the number of agencies advertising with us, partially offset by an increase in revenue from new agencies.

The increase in Direct Local revenue of $76.4 million in 2010 compared to 2009 reflected an incremental $24.4 million of Direct Local revenue attributable to ReachLocal Australia, which we began to consolidate after our September 2009 acquisition of the portion of ReachLocal Australia that we did not already own. Excluding the impact of the ReachLocal Australia acquisition, the incremental revenue contributed by our Upperclassmen IMCs who were already Upperclassmen at the end of 2009 contributed the largest portion of the revenue growth in 2010. The increased contribution of our new Upperclassmen—that is, IMCs who were Underclassmen at the end of 2009 and subsequently became Upperclassmen in 2010—represented the next largest portion of revenue growth, followed by the revenue contributed by our new Underclassmen hired in 2010.

The increase in National Brands, Agencies and Resellers revenue of $12.2 million in 2010 compared to 2009 was primarily due to an $8.5 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 2009. The growth in Agencies and Resellers revenues resulted from the addition of new Agencies during 2010.

Cost of Revenue

	Year Ended December 31,												Year Ended December 31,
	2011		2010		2009		2011-2010 % Change			2010-2009 % Change			2011			2010			2009
(in thousands)														(as a percentage of revenue)
Cost of revenue	$	190,559	$	159,018	$	112,218		19.8	%		41.7	%		50.8	%		54.5	%		55.2	%

The decrease in our cost of revenue as a percentage of revenue in 2011 compared to 2010 was primarily due to changes in geographic, product and service mix, including increased international sales and sales of ReachCast and ReachDisplay, improved media buying efficiencies introduced in late 2010 related to our core products, an increase in publisher and vendor rebates, and economies of scale in our operations and service infrastructure.  Publisher rebates as a percentage of revenue increased to 3.2% of revenue in 2011 from 1.9% in 2010, due to more favorable rebate terms, primarily from our reseller agreements with Google.

The decrease in our cost of revenue as a percentage of revenue in 2010 compared to 2009 was primarily due to an increase in publisher rebates, the effect of changes in geographic, product and service mix and increased media buying efficiency. These decreases were partially offset by higher costs associated with the expansion of the campaign performance group as part of our strategy to enhance the productivity of our IMCs and improve customer satisfaction and the initial build-out of our Web Presence Professionals group in advance of the launch of our ReachCast product in the fourth quarter of 2010. Publisher rebates as a percentage of revenue increased to 1.9% of revenue in 2010, from 1.2% in 2009, due to an increase in rebates from existing and new publishers in North America, other than Google, and the full year inclusion of publisher rebates, predominantly from Google related to ReachLocal Australia.

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 the costs of support and delivery.

Operating Expenses

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 for increased scale, we expect each category of operating expenses to increase. We are not a mature business where operating expense expansion can be tied to current revenue and revenue growth with a goal of meeting a particular immediate operating income target. Rather, 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.

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Selling and Marketing

	Year Ended December 31,												Year Ended December 31,
	2011		2010		2009		2011-2010 % Change			2010-2009 % Change			2011			2010			2009
(in thousands)													(as a percentage of revenue)
Salaries, benefits and other costs	$	98,784	$	74,195	$	50,380		33.1	%		47.3	%		26.3	%		25.4	%		24.8	%
Commission expense		41,145		34,334		25,709		19.8	%		33.6	%		11.0			11.8			12.7
Total selling and marketing	$	139,929	$	108,529	$	76,089		28.9	%		42.6	%		37.3	%		37.2	%		37.5	%
Underclassmen Expense included above, excluding commissions	$	44,488	$	36,073	$	26,824		23.3	%		34.5	%

The increase in selling and marketing salaries, benefits and other costs in absolute dollars in 2011 compared to 2010 was primarily due to an increase in our IMC headcount and related recruiting, training and facilities costs.  The increase as a percentage of revenue in 2011 compared to 2010 was due primarily to the entrance into new international markets, partially offset by economies of scale in our established markets.

The increase in commission expense in absolute dollars for 2011 compared to 2010 was due to increased sales. As a percentage of revenue, commission expense decreased due to a higher percentage of revenue from our Direct Local channel, 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 in 2011 compared to 2010 was primarily due to increased IMC hiring, particularly in international markets. As we continue to invest in additional Underclassmen and retain additional Upperclassmen, selling and marketing expenses will continue to increase in absolute dollars.

The increase in absolute dollars of salaries, benefits and other costs in selling and marketing expenses in 2010 compared to 2009 was primarily due to an increase in our IMC headcount and related recruiting, training, and facilities costs.

The increase in commission expense in absolute dollars in 2010 compared to 2009 was due to increases in our revenue. As a percentage of revenue, commission expense decreased due to a higher percentage of Direct Local channel revenue, including the additional Direct Local revenue from ReachLocal Australia, for which we pay lower commission rates.

The increase in Underclassmen Expense in absolute dollars in 2010 compared to 2009 was primarily due to increased IMC hiring in 2010, as well as the inclusion of Australia’s Underclassmen starting on September 11, 2009.

Product and Technology

	Year Ended December 31,												Year Ended December 31,
	2011		2010		2009		2011-2010 % Change			2010-2009 % Change			2011			2010			2009
(in thousands)													(as a percentage of revenue)
Product and technology expenses	$	15,602	$	9,957	$	4,657		56.7	%		113.8	%		4.2	%		3.4	%		2.3	%
Capitalized software development costs from product and technology resources		6,776		6,884		3,276		(1.6	)%		110.1	%		1.8			2.4			1.6
Total product and technology costs expensed and capitalized	$	22,378	$	16,841	$	7,933		32.9	%		112.3	%		6.0	%		5.8	%		3.9	%

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The increase in product and technology expenses in both absolute dollars and as a percentage of revenue in 2011 compared to 2010 was primarily attributable to $3.5 million of increased salaries and compensation expense as a result of increased headcount related to the ongoing development of the RL Platform, including ReachCast, and $2.1 million of increased amortization expense related to previously capitalized software development costs.

Capitalized software development costs were essentially flat between 2011 and 2010.

The increase in product and technology expenses in both absolute dollars and as a percentage of revenue in 2010 compared to 2009 was primarily attributable to a $2.7 million increase in compensation for additional headcount, which includes $1.7 million of compensation expense related to SMB:LIVE, for which no comparative amounts existed in 2009. The remaining increase was due to a $1.8 million increase in amortization of capitalized software and intangibles; and $0.8 million increase in facilities and software maintenance costs and consulting fees primarily related to the acquisition of SMB:LIVE for which no comparative amounts existed in 2009.

The increase in the amount of software development costs capitalized both in absolute dollars and as a percentage of revenue in 2010 compared to 2009 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 additional product enhancements to the RL Platform.

General and Administrative

	Year Ended December 31,												Year Ended December 31,
	2011		2010		2009		2011-2010 % Change			2010-2009 % Change			2011			2010			2009
(in thousands)										(as a percentage of revenue)
General and administrative	$	33,313	$	23,629	$	15,529		41.0	%		52.2	%		8.9	%		8.1	%		7.6	%

The increase in general and administrative expenses in absolute dollars and as a percentage of revenue in 2011 compared to 2010 was primarily due to  $2.9 million of increased employee costs to support the growth of the business, $2.3 million of increased tax, consulting and legal professional fees, including costs to support our Sarbanes-Oxley compliance efforts and our international expansion initiatives, $2.3 million of increased stock-based compensation expense, and $1.8 million of increased facilities and related costs supporting the growth of the business and the requirements associated with being a public company.

The increase in general and administrative expenses in both absolute dollars and percentage of revenue in 2010 compared to 2009 was primarily due to an increase of $3.9 million in expense for additional administrative headcount and professional service fees necessary for our transition to being a public company. In addition, the incremental general and administrative expenses of ReachLocal Australia and SMB:LIVE added $2.5 million of general and administrative expenses. We also accrued $0.8 million of incremental expenses in connection with the settlement of a class action lawsuit.

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.

Gain on Acquisition of ReachLocal Australia

Our purchase of the equity interests in ReachLocal Australia that we did not previously own on September 11, 2009 required that we recognize a gain associated with the proportionate fair value of the assets acquired and liabilities assumed to the carrying value of the shares we already owned. Prior to the acquisition, our interest in ReachLocal Australia had a carrying value of zero as a result of our share of the losses recognized under the equity method of accounting. On the date of the acquisition, our investment was adjusted to fair value, resulting in the one-time non-cash gain of $16.2 million.

Other Income (Expense), Net

The increases in other income in both absolute dollars and as a percentage of revenue in 2011 and 2010 as compared to the prior-year periods were attributable to an increase in interest income resulting from higher invested balances.

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Provision (Benefit) for Income Taxes

The income tax provision of $0.7 million for 2011 relates to federal, state, local and foreign income taxes. The income tax benefit of $0.5 million for 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, which was partially offset by state, local and foreign income taxes of $0.2 million.

Loss from Discontinued Operations

On November 1, 2011, we announced that we would wind down the operations of Bizzy due to insufficient consumer adoption of the Bizzy recommendation engine and determined that Bizzy would be considered a discontinued operation as of the third quarter of 2011. In connection with this decision, we recorded a charge of $4.0 million in 2011 to reflect the impairment of capitalized software development costs, personnel and severance costs, operating losses, facilities and other costs.

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 twelve months ended December 31, 2011, 2010 and 2009 our Adjusted EBITDA and Underclassmen Expense were as follows:

	Year Ended December 31,
	2011		2010		2009
(in thousands)
Non-GAAP Financial Measures (unaudited):
Adjusted EBITDA (1)	$	15,915	$	3,133	$	1,920
Underclassmen Expense (2)	$	44,488	$	36,073	$	26,824

(1)

Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) from continuing operations before interest, income taxes, depreciation and amortization expenses, excluding, when applicable, stock-based compensation, the effects of accounting for business combinations (including any impairment of acquired intangibles and, in the case of the acquisition of SMB:LIVE, 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, our management believes that 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 its 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:

	Year Ended December 31,
	2011			2010			2009
(in thousands)
Loss from operations	$	(4,162	)	$	(9,444	))	$	(5,376	)
Add:
Stock-based compensation, net		8,381			5,673			2,914
Depreciation and amortization		10,274			6,302			3,321
Acquisition and integration costs		1,422			602			389
Amortization of step-down in deferred revenue on acquisition of ReachLocal Australia, net of tax		—			—			672
Adjusted EBITDA	$	15,915		$	3,133		$	1,920

Liquidity and Capital Resources
	Year Ended December 31,
	2011			2010			2009
Consolidated Statements of Cash Flow Data:
(in thousands)
Net cash provided by operating activities, continuing operations	$	20,861		$	19,805		$	14,718
Net cash used in investing activities, continuing operations	$	(11,708	)	$	(16,924	)	$	(15,882	)
Net cash used by discontinued operations	$	(3,012	)	$	(3,533	)	$	(1,390	)
Net cash provided by (used in) financing activities	$	(973	)	$	44,097		$	(979	)

At December 31, 2011, we had cash and cash equivalents of $84.5 million and short-term investments of $0.6 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 but less than 12 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 December 31, 2011, we had no long-term indebtedness for borrowed money and are not subject to any restrictive bank covenants. At December 31, 2011, we had $1.3 million in restricted certificates of deposit to secure letters of credit issued to landlords and others.

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At December 31, 2011, we did not have contractual or purchase commitments for capital expenditures that were not reflected on our balance sheet as a liability. At December 31, 2010, our contractual or purchase commitments for capital expenditures that were not reflected on our balance sheet as a liability were less than $0.4 million, such amounts representing unfilled purchase orders of computer equipment. In addition, at December 31, 2011, we had significant internal product and technology resources working on projects that met the criteria for capitalization as software development costs and others that did not, although none of the projects in process were long-term projects (greater than one year). The amount capitalized for such projects in future periods will be evaluated by management and will impact the portion of costs for those internal resources that reduces net cash provided by operating activities and the portion of such costs that reduces net cash provided by investing activities. Funding for the committed capital expenditures, including software development costs, is expected to be provided by operating cash flow.

We have financed our operations, our expansion of our IMC salesforce and the extension of our Direct Local channel into new territories through cash provided by operations. Deferred revenue arising from prepayment by the great majority of our clients and vendor trade financing, principally for the purchase of media, are major components of our cash flow from operations, and the cash provided by deferred revenue and accounts payable has increased as our business has continued to grow. In general, to the extent our revenue from our Direct Local channel continues to grow, we would expect both the amount of deferred revenue from customer prepayments and the amount of vendor financing for purchased media to increase, which, subject to offset from changes in other operating costs, cash demands or vendor terms, would result in an increase in net cash provided by operations. Should revenue from the Direct Local channel decrease, the amount of deferred revenue and vendor financing would likely decrease, which, subject to changes in other accounts, would cause net cash provided by operations to be reduced.

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, expansion in the number of IMCs and rapid expansion of new products and services for our clients could require significant capital and entail non-capitalized expenses that could diminish our income from operations. Further, in light of the additional capital provided by our initial public offering and assuming a stable macroeconomic climate and continued favorable operating cash flow, we intend to continue to invest in additional Underclassmen, retain additional Upperclassmen, and develop new products.

Operating Activities

Our cash flow from operating activities for 2011 resulted primarily from adjustments for non-cash expenses. Our loss from continuing operations of $4.0 million was offset by non-cash depreciation and amortization of $10.3 million, and non-cash stock-based compensation of $8.4 million. The loss was also offset by increases in accounts payable and accrued expenses of $7.1 million, reflecting a return to more normalized accounts payable levels as compared to 2010 due to the change in timing of payments to certain vendors, and $5.4 million of increases in deferred revenue and deferred payment obligations, both due to the growth of our business. The increases were partially offset by an increase in other receivables and prepaid expenses of $5.7 million, primarily related to an increase in vendor rebates of $6.3 million. 

Our cash flow from operating activities for 2010 resulted primarily from changes in our operating assets and liabilities, with accounts payable and accrued liabilities increasing $11.2 million and deferred revenue and rent increasing $8.0 million, both due to the growth of our business. We had a net loss in 2010 of $8.3 million, which included non-cash depreciation and amortization of $6.3 million and non-cash stock-based compensation of $5.7 million.

Our cash flow from operating activities for 2009  resulted primarily from changes in our operating assets and liabilities, with accounts payable and accrued liabilities increasing $8.3 million and deferred revenue increasing $6.2 million. Accounts payable at December 31, 2009 includes approximately $2.1 million in deferred expenses relating to our initial public offering. Net income of $10.6 million included a non-cash gain of $16.2 million from our purchase of the remaining interest in ReachLocal Australia.

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 have increased year-over-year as the business has grown, but may vary from period to period due to the timing of the expansion of our operations and our software development efforts.

On February 8, 2011, we acquired DealOn for up to approximately $9.7 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 is estimated to total up to $1.5 million, payable in cash, and 22,095 common shares of our stock, payable in three installments, with 50% (10,649 shares of common stock), paid in February 2012, 25% payable August 2012 and 25% payable February 2013.

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In 2010, we invested $2.8 million, net of cash acquired, in the purchase of SMB:LIVE. The terms of our purchase agreement required us to make additional payments in 2011 of $0.4 million and in 2012 of $0.6 million. In 2009, we acquired the remaining interest of ReachLocal Australia and invested $8.9 million in net cash. Of this investment, $3.1 million was paid, net of cash acquired, in 2009 and the balance of $5.8 million was paid in conjunction with our initial public offering in 2010. We expect to continue to use capital for acquisitions, purchases of property and equipment and development of software.

Financing Activities

Our cash flow used in financing activities for 2011 resulted primarily from settlements of repurchases of our common stock of $6.5 million. This was partially offset by $5.5 million in proceeds from the exercise of stock options. In May 2010, we received $43.0 million in proceeds, after deducting underwriting discounts and commissions and estimated offering costs payable by us, from the sale of shares of common stock in connection with our initial public offering.

Future cash flows from financing activities may also be affected by our repurchases of our common stock. On November 4, 2011, we announced that our Board of Directors authorized the repurchase of up to $20.0 million of our outstanding common stock. At December 31, 2011, we had executed repurchases of $6.7 million of our common stock under the program. From January 1, 2012 to March 9, 2012, we  executed repurchases of an additional $2.6 million of our common stock under the program. Purchases may be made from time-to-time in open market or privately negotiated transactions as determined by our management. The amount and timing of the share repurchase will depend on business and market conditions, stock price, trading restrictions, acquisition activity, and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion.

Balance Sheet Arrangements

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

Contractual Obligations

At December 31, 2011, the remaining deferred payment obligations under the SMB:LIVE acquisition agreement included $0.6 million of deferred cash consideration and 181,224 shares of our common stock and are also based on achieving certain milestones tied to employee retention objectives through February 22, 2012, which were met and the remaining cash and stock consideration was paid. At December 31, 2011, the deferred payment obligation under the DealOn acquisition agreement included approximately $1.5 million in cash and 21,297 shares of our common stock. On February 8, 2012, we made a deferred payment in the amount of $0.5 million and issued 10,649 shares of common stock in accordance with the DealOn acquisition agreement.

We lease our primary office space in Woodland Hills, California; Plano, Texas; and other locations under various cancelable and  non-cancelable operating leases that will expire between 2012 and 2021. We have no debt obligations. All property and equipment have been purchased for cash, and we have no capital lease obligations recorded in the financial statements. We have no material long-term purchase obligations outstanding with any vendors or third parties other than the SMB deferred payment obligations.

As of December 31, 2011, future minimum payments under non-cancelable operating leases are as follows (in thousands):

	Payments Under Operating Leases
Less than 1 year	$	9,168
1-3 years		16,092
3-5 years		9,358
More than 5 years		8,028
Total future minimum payments	$	42,646

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Recently Issued Accounting Standards

Accounting Standards Codification (“ASC”) Topic 220-10, Comprehensive Income - Presentation of Comprehensive Income, provides that an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under both options, an entity will be required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments do not affect how earnings per share is calculated or presented. ASC Topic 220-10 is effective for us as of January 1, 2012, however certain provisions of the standard relating to the presentation of reclassification adjustments out of accumulated other comprehensive income have been deferred . Although adopting the guidance will not impact our accounting for comprehensive income, it will affect our presentation of components of comprehensive income by eliminating our practice of showing these items within the Consolidated Statements of Shareowners’ Equity.

ASC Topic 820-10, Fair Value Measurement - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (International Financial Reporting Standards), clarifies existing fair value measurement and disclosure requirements, amends certain fair value measurement principles and requires additional disclosures about fair value measurements.  Adoption of this provision, which is effective for us as of January 1, 2012, is not expected to have a material impact on our consolidated financial statements.

Item 7A. 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 investments, 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, the European euro, and the Japanese yen. An unfavorable change in these exchange rates relative to the dollar would result in an unfavorable impact on the value of our investments, our revenue and operating losses. For 2011, an unfavorable 10 percent change in exchange rates would result in a decrease in annual revenue of $9.6 million and an increase in our annual operating loss for the period of $0.4 million. We currently do not hedge or otherwise manage our currency exposure. As our international operations expand to more countries 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 8. Financial Statements and Supplementary Data.

Please refer to Item 15—Exhibits and Financial Statement Schedules.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of 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 Rules 13a-15(e) and 15d-15(e) as of December 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 disclosure.

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(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2011.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. A control system no matter how well designed and operated, can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2011, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

(c) Changes in Internal Control Over Financial Reporting

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

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated herein by reference to our Proxy Statement for our 2012 Annual Meeting of Stockholders.

We have adopted a code of business conduct and ethics applicable to our directors, officers (including our principal executive officer and principal financial officer) and employees. The Code of Business Conduct and Ethics is available on the investor relations section of our website at www.reachlocal.com under “Corporate Governance.”

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from , a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of The NASDAQ Stock Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information.

Item 11. Executive Compensation.

The information required by this item is incorporated herein by reference to our Proxy Statement for our 2012 Annual Meeting of Stockholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated herein by reference to our Proxy Statement for our 2012 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated herein by reference to our Proxy Statement for our 2012 Annual Meeting of Stockholders.

Item 14. Principal Accountant Fees and Services.

The information required by this item is incorporated herein by reference to our Proxy Statement for our 2012 Annual Meeting of Stockholders.

PAGE 49

PART IV

Item 15. Exhibits, Financial Statement Schedules.

We have filed the following documents as part of this Annual Report on Form 10-K:

		Page
(1)	ReachLocal, Inc. Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm, Grant Thornton LLP	F-2
	Consolidated Balance Sheets	F-4
	Consolidated Statements of Operations	F-5
	Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)	F-7
	Consolidated Statements of Cash Flows	F-9
	Notes to the Consolidated Financial Statements	F-10

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

ReachLocal, Inc.,

We have audited the accompanying consolidated balance sheets of ReachLocal, Inc. (a Delaware corporation) as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ReachLocal, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ReachLocal, Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 15, 2012 expressed an unqualified opinion thereon.

/s/ GRANT THORNTON LLP

Los Angeles, California

March 15, 2012

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

ReachLocal, Inc.,

We have audited ReachLocal, Inc.’s (a Delaware Corporation) internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ReachLocal, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on ReachLocal, Inc.’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, ReachLocal, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ReachLocal, Inc. as of December 31, 2011, and 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2011, and our report dated March 15, 2012 expressed an unqualified opinion on those financial statements.

/s/ GRANT THORNTON LLP

Los Angeles, California

March 15, 2012

F-3

REACHLOCAL, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	84,525		$	79,906
Short-term investments		644			8,208
Accounts receivable, net of allowance for doubtful accounts of $363 and $373 at December 31, 2011 and 2010, respectively		4,240			3,295
Other receivables and prepaid expenses		9,226			3,383
Total current assets		98,635			94,792
Property and equipment, net		9,885			6,531
Capitalized software development costs, net		10,942			8,829
Restricted certificates of deposit		1,286			801
Intangible assets, net		1,957			2,963
Other assets		1,966			1,339
Goodwill		41,766			34,118
Assets of discontinued operations		—			2,026
Total assets	$	166,437		$	151,399
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	29,831		$	28,482
Accrued expenses		19,537			14,042
Deferred payment obligations		1,924			530
Deferred revenue and other current liabilities		28,823			24,656
Liabilities of discontinued operations		996			—
Total current liabilities		81,111			67,710
Deferred rent and other liabilities		3,039			1,673
Total liabilities		84,150			69,383
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Common stock, $0.00001 par value—140,000 shares authorized; 28,552 and 28,165 shares issued and outstanding at December 31, 2011 and 2010, respectively		—			—
Receivable from stockholder		(87	)		(87	)
Additional paid-in capital		108,883			98,140
Accumulated deficit		(26,234	)		(16,044	)
Accumulated other comprehensive income (loss)		(275	)		7
Total stockholders’ equity		82,287			82,016
Total liabilities and stockholders’ equity	$ 166,437`			$	151,399

See notes to consolidated financial statements.

F-4

REACHLOCAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Year Ended December 31,
	2011			2010			2009
Revenue	$	375,241		$	291,689		$	203,117
Cost of revenue		190,559			159,018			112,218
Operating expenses:
Selling and marketing		139,929			108,529			76,089
Product and technology		15,602			9,957			4,657
General and administrative		33,313			23,629			15,529
Total operating expenses		188,844			142,115			96,275
Loss from operations		(4,162	)		(9,444	)		(5,376	)
Gain on acquisitions of ReachLocal Australia		—			—			16,223
Other income (expense), net		928			601			(7	)
Income (loss) before provision (benefit) for income taxes		(3,234	)		(8,843	)		10,840
Provision (benefit) for income taxes		735			(540	)		217
Income (loss) from continuing operations, net of income taxes		(3,969	)		(8,303	)		10,623
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)		(10,184	)		(11,147	)		10,022
Undistributed income attributable to preferred stockholders		—			—			8,638
Net income (loss) available to common stockholders	$	(10,184	)	$	(11,147	)	$	1,384
Net income (loss) available to common stockholders:
Net income (loss) from continuing operations, net of income taxes	$	(3,969	)	$	(8,303	)	$	1,985
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)	$	(10,184	)	$	(11,147	)	$	1,384
Net income (loss) per share available to common stockholders, basic:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.42	)	$	0.32
Net loss per share from discontinued operations, basic		(0.21	)		(0.14	)		(0.10	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.56	)	$	0.22
Net income (loss) per share available to common stockholders, diluted:
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.42	)	$	0.25
Net loss per share from discontinued operations, diluted		(0.21	)		(0.14	)		(0.07	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.56	)	$	0.18
Weighted average common shares used in the computation of net income (loss) per share available to common stockholders:
Basic		28,974			19,867			6,283
Diluted		28,974			19,867			7,901
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.

F-5

	Year Ended December 31,
	2011			2010			2009
Pro-forma net income (loss) per share, as if converted:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.32	)	$	0.46
Net loss per share from discontinued operations, basic		(0.21	)		(0.11	)		(0.03	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.42	)	$	0.44
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.32	)	$	0.43
Net loss per share from discontinued operations, diluted		(0.21	)		(0.11	)		(0.02	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.42	)	$	0.41
Pro-forma weighted average common shares used in computation of net income (loss) per share, as if converted:
Basic		28,974			26,286			22,995
Diluted		28,974			26,286			24,613

See notes to consolidated financial statements.

F-6

REACHLOCAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Series A Convertible Preferred Stock					Series B-1 Convertible Preferred Stock					Series B-2 Convertible Preferred Stock					Series C Convertible Preferred Stock				Series D Convertible Preferred Stock					Common Stock				Receivable from			Additional Paid-in		Accumulated			Accumulated Other Comprehensive Income			Total Stockholders’
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount		Shares		Amount			Shares	Amount			Stockholder			Capital		Deficit			(Loss)			Equity
Balance as of December 31, 2008	1,221		$	1		3,615		$	1		5,272		$	1		371		$	—	5,974		$	1		6,257	$	1		$	(227	)	$	37,696	$	(14,919	)	$	(41	)	$	22,514
Exercise of stock options	—			—		—			—		—			—		—			—	—			—		76		—			—			54		—			—			54
Common and restricted stock issued in business combination	—			—		—			—		—			—		—			—	—			—		599		—			—			6,244		—			—			6,244
Stock-based compensation	—			—		—			—		—			—		—			—	—			—		—		—			—			3,253		—			—			3,253
Receivable from stockholder (1)	—			—		—			—		—			—		—			—	—			—		—		—			128			—		—			—			128
Foreign currency translation adjustments	—			—		—			—		—			—		—			—	—			—		—		—			—			—		—			(97	)		(97	)
Net income	—			—		—			—		—			—		—			—	—			—		—		—			—			—		10,022			—			10,022
Comprehensive loss	—			—		—			—		—			—		—			—	—			—		—		—			—			—		—			—			9,925
Balance as of December 31, 2009	1,221			1		3,615			1		5,272			1		371			—	5,974			1		6,932		1			(99	)		47,247		(4,897	)		(138	)		42,118
Preferred stock conversion	(1,221	)		(1	)	(3,615	)		(1	)	(5,272	)		(1	)	(371	)		—	(5,974	)		(1	)	16,712		—			—			4		—			—			—
Issuance of common stock, net of costs	—			—		—			—		—			—		—			—	—			—		3,941		—			—			41,996		—			—			41,996
Par value adjustment	—			—		—			—		—			—		—			—	—			—				(1	)		—			1		—			—			—
Exercise of stock options	—			—		—			—		—			—		—			—	—			—		536		—			—			1,068		—			—			1,068
Stock-based compensation	—			—		—			—		—			—		—			—	—			—		—		—			—			7,746		—			—			7,746
Issuance of common stock in connection with vesting of restricted stock, exercise of warrant and BOD share plan compensation	—			—		—			—		—			—		—			—	—			—		44		—			—			78		—			—			78
Foreign currency translation adjustments	—			—		—			—		—			—		—			—	—			—		—		—			12			—		—			145			157
Net loss	—			—		—			—		—			—		—			—	—			—		—		—			—			—		(11,147	)		—			(11,147	)
Comprehensive loss	—			—		—			—		—			—		—			—	—			—		—		—			—			—		—			—			(10,990	)

F-7

	Series A Convertible Preferred Stock			Series B-1 Convertible Preferred Stock			Series B-2 Convertible Preferred Stock			Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Common Stock				Receivable from			Additional Paid-in			Accumulated			Accumulated Other Comprehensive Income			Total Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares		Amount		Stockholder			Capital			Deficit			(Loss)			Equity
Balance as of December 31, 2010	—		—	—		—	—		—	—		—	—		—	28,165			—		(87	)		98,140			(16,044	)		7			82,016
Exercise of stock options	—		—	—		—	—		—	—		—	—		—	976			—		—			5,521			—			—			5,521
Stock-based compensation	—		—	—		—	—		—	—		—	—		—	—			—		—			9,855			—			—			9,855
Common and restricted stock issued in business combination	—		—	—		—	—		—	—		—	—		—	266			—		—			1,895			—			—			1,895
Issuance of common stock in connection with vesting of restricted stock, and BOD share plan compensation	—		—	—		—	—		—	—		—	—		—	14			—		—			—			—			—			—
Common stock repurchase	—		—	—		—	—		—	—		—	—		—	(869	)		—		—			(6,468	)		—			—			(6,468	)
Investment in subsidiary	—		—	—		—	—		—	—		—	—		—	—			—		—			(60	)		—			—			(60	)
Foreign currency translation adjustments	—		—	—		—	—		—	—		—	—		—	—			—		—			—			(6	)		(282	)		(288	)
Net loss	—		—	—		—	—		—	—		—	—		—	—			—		—			—			(10,184	)		—			(10,184	)
Comprehensive loss	—		—	—		—	—		—	—		—	—		—	—			—		—			—			—			—			(10,472	)
Balance as of December 31, 2011	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	28,552		$	—	$	(87	)	$	108,883		$	(26,234	)	$	(275	)	$	82,287

(1) Amount reflects the write-off of the receivable from stockholder of $0.2 million net of the assumption of loans of $0.1 million in connection with the acquisition of ReachLocal Australia (Note 12).

See notes to consolidated financial statements.

F-8

REACHLOCAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2011			2010			2009
Cash flow from operating activities:
Net income (loss) from continuing operations	$	(3,969	)	$	(8,303	)	$	10,623
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		10,274			6,302			3,321
Stock-based compensation, net		8,381			5,673			2,914
Provision for doubtful accounts		172			252			12
Impairment of intangible assets		764			—			—
Provision for deferred income taxes		185			(702	)		—
Interest and foreign currency gain on payment obligations, net		25			(102	)		—
Write-off of stockholder loan		—			—			227
Gain on purchase of ReachLocal Australia		—			—			(16,223	)
Changes in operating assets and liabilities:
Accounts receivable		(1,077	)		(171	)		49
Other receivables and prepaid expenses		(5,740	)		(1,785	)		(598	)
Other assets		(673	)		(585	)		(96	)
Accounts payable and accrued expenses		7,076			11,228			8,274
Deferred revenue, rent and other liabilities		5,443			7,998			6,215
Net cash provided by operating activities, continuing operations		20,861			19,805			14,718
Net cash used for operating activities, discontinued operations		(1,872	)		(2,130	)		(410	)
Net cash provided by operating activities		18,989			17,675			14,308
Cash flow from investing activities:
Additions to property, equipment and software		(12,441	)		(8,526	)		(4,613	)
Acquisitions, net of acquired cash		(6,342	)		(8,612	)		(3,083	)
Purchases of restricted certificates of deposit		(489	)		(204	)		(456	)
Proceeds from maturity of certificates of deposit		7,649			589			—
Purchases of short-term investments		(85	)		(171	)		(7,730	)
Net cash used in investing activities, continuing operations		(11,708	)		(16,924	)		(15,882	)
Net cash used in investing activities, discontinued operations		(1,140	)		(1,403	)		(980	)
Net cash used in investing activities		(12,848	)		(18,327	)		(16,862	)
Cash flow from financing activities:
Proceeds from exercise of stock options		5,495			1,068			54
Common stock repurchases		(6,468	)		—			—
Proceeds from initial public offering		—			47,649			—
Deferred offering costs		—			(4,620	)		(1,033	)
Net cash provided by (used in) financing activities		(973	)		44,097			(979	)
Effect of exchange rate changes on cash		(549	)		1,082			92
Net change in cash and cash equivalents		4,619			44,527			(3,441	)
Cash and cash equivalents—beginning of period		79,906			35,379			38,820
Cash and cash equivalents—end of period	$	84,525		$	79,906		$	35,379
Supplemental disclosure of other cash flow information:
Cash paid for interest	$	—		$	184		$	—
Cash paid for income taxes	$	151		$	214		$	277
Supplemental disclosure of non-cash investing and financing activities:
Capitalized software development costs resulting from stock-based compensation and deferred payment obligations	$	1,144		$	2,461		$	292
Accrued offering costs	$	—		$	—		$	2,066
Deferred payment obligation	$	1,850		$	530		$	5,955

See notes to consolidated financial statements.

F-9

REACHLOCAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, the Netherlands, Germany and Japan. 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 this suite of services to SMBs through a combination of its proprietary technology platform, its direct, “feet-on-the-street” sales force of Internet Marketing Consultants, or IMCs, and select third party agencies and resellers. 

2. Summary of Significant Accounting Policies

Principles of Consolidation

The 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.

Discontinued Operations

As a result of winding down the operations of Bizzy, the Company has reclassified and presented all related historical financial information as “discontinued operations” in the accompanying Consolidated Balances Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows. In addition, all Bizzy related activities have been excluded from the notes unless specifically referenced.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Conversion of Preferred Stock

All of the outstanding shares of convertible preferred stock converted into shares of common stock upon the consummation of the Company’s initial public offering in May 2010.

Foreign Currency Translation

The Company’s operations are conducted in several countries around the world, and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar, the reporting currency, for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss), net in stockholders’ equity. Foreign currency translation adjustments are generally not adjusted for income taxes as they are primarily related to indefinite investments in foreign subsidiaries. Foreign exchange transaction gains and losses are included in other income (expense), net in the accompanying consolidated statements of operations. Exchange gains and losses on intercompany balances that are considered permanently invested are also included as a component of accumulated other comprehensive loss in stockholders’ equity.

Foreign currency translation adjustments included in other comprehensive income (loss), were $(0.3) million, $0.1 million and $(0.1) million for the years ended December 31, 2011, 2010 and 2009, respectively. For the years ended December 31, 2011and 2009, the Company recorded immaterial amounts of other income (loss) from foreign exchange transactions; and, for the year ended December 31, 2010, the Company recorded a $0.2 million foreign currency exchange gain in connection with the payment obligation related to the acquisition of ReachLocal Australia.

F-10

Cash and Cash Equivalents

The Company reports all highly liquid short-term investments with original maturities of three months or less at the time of purchase as cash equivalents. As of December 31, 2011 and 2010, cash equivalents consist of demand deposits and money market accounts. Cash equivalents are stated at cost, which approximates fair value.

Short-Term Investments

The Company classifies short-term investments when the original maturity is less than one year, or when the Company intends to sell the investment within one year. As of December 31, 2011 and 2010, short-term investments consisted of certificates of deposit. All of the short-term investments are classified as available-for-sale.

Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities.

Restricted Cash

Restricted cash represents certificates of deposit held at financial institutions, which are pledged as collateral for letters of credit related to lease commitments. The restrictions will lapse when the letters of credit expire at the end of the respective lease terms in 2021. As of December 31, 2011 and 2010, the Company had restricted certificates of deposit in the amounts of $1.3 million and $0.8 million, respectively. Restricted certificates of deposit are classified as non-current assets.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments and accounts receivable. The Company holds its cash and cash equivalents, short-term investments and restricted cash with major financial institutions around the world.

Cash and cash equivalents and certificates of deposit are deposited with a limited number of financial institutions in the United States, Canada, Australia, United Kingdom, India, the Netherlands, Germany and Japan. The balances held at any one financial institution are generally in excess of Federal Deposit Insurance Corporation insurance limits or, in foreign territories, local insurance limits. To date, the Company has not experienced any loss or lack of access to cash in its operating accounts. However, the Company can provide no assurances that access to its cash and cash equivalents will not be impacted by adverse conditions in the financial markets. As of December 31, 2011, domestic bank balances in excess of insured limits were $61.2 million. The Company had $20.1 million in excess of insured limits in foreign bank accounts as of December 31, 2011.

The Company’s customers are dispersed both geographically and across a broad range of industries. Receivables are generated primarily through agencies and resellers. Management performs ongoing evaluation of trade receivables for collectibility and provides an allowance for potentially uncollectible accounts. The following table summarizes the change in the Company’s allowance for doubtful accounts for each of the three years ended December 31, 2011, 2010 and 2009 (in thousands):

	2011			2010			2009
Allowance for doubtful accounts as of the beginning of the period	$	373		$	142		$	314
Additions charged to expense		172			252			12
Write-offs		(182	)		(21	)		(184	)
Allowance for doubtful accounts as of the end of the period	$	363		$	373		$	142

As of December 31, 2011, one client accounted for 20% of the total accounts receivable balance. As of December 31, 2010, the same client accounted for 13% of the total accounts receivable balance.

In 2011, 2010, and 2009, no client accounted for more than 10% of the Company’s total revenue.

During 2011, 2010, and 2009, nearly all of the Company’s cost of revenue was for the purchase of media and nearly all of the media the Company purchased was from Google, Yahoo! and Bing. During each of the years ended December 31, 2011, 2010, and 2009, a substantial majority of the media the Company purchased was from Google.

Other receivables and prepaid expenses included $7.3 million and $1.0 million of non-trade receivables from media vendors at December 31, 2011 and 2010, respectively.

F-11

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the assets or, where applicable and if shorter, over the lease term. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred.

Estimated useful lives of assets are as follows:

Computer hardware and software	3 years
Office equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	The lesser of their expected useful lives or the remaining lease term.

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 useful life of the software of three years. 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.

Goodwill

          Total goodwill of $41.8 million as of December 31, 2011 and $34.1 million as of December 31, 2010 is related to our acquired businesses.   The Company operates in one reportable segment, in accordance with ASC 280, Segment Reporting, and has identified two reporting units—North America and Australia—for purposes of evaluating goodwill. These reporting units each constitute a business or group of businesses for which discrete financial information is available and is regularly reviewed by segment management. North America assigned goodwill is $9.4 million in 2011 and $1.7 million in 2010.  Australia assigned goodwill is $32.4 million for 2011 and 2010.  The Company reviews the carrying amounts of goodwill for possible impairment whenever events or changes in circumstance indicate that the related carrying amount may not be recoverable. The Company performs its annual assessment of goodwill impairment as of the first day of each fourth quarter.

For the year ended December 31, 2011, the Company adopted the amended guidance for assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in accordance with ASC 350-20, Intangibles – Goodwill and Other. Entities are provided with the option of first performing a qualitative assessment on any of its reporting units to determine whether further quantitative impairment testing is necessary. An entity may also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. If an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a two-step impairment test is necessary. The first step of the impairment test involves comparing the estimated fair values of each of our reporting units with their respective carrying amounts, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the estimated fair value of the reporting unit is less than its carrying amount, including goodwill, then the second step is performed to compare the carrying amount of the goodwill with its implied fair value. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The Company estimates fair value utilizing the projected discounted cash flow method and a discount rate determined by the Company to commensurate with the risk inherent in its business model.

 The Company performed its annual assessment of goodwill impairment as of the first day of the fourth quarter.of 2011 and 2010, and determined that it was more likely than not that there was no impairment of goodwill and accordingly, no impairment of goodwill was recorded.

Long-Lived Assets and Intangible Assets      

At December 31, 2011 and 2010, the Company had $2.0 million and $1.7 million, respectively, of intangible assets resulting from acquisitions. The Company reports 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 three years. Straight-line amortization is used because no other pattern over which the economic benefits will be consumed can be reliably determined.

F-12

The Company reviews the carrying values of long-lived assets, including intangible assets, for possible impairment whenever events or changes in circumstance indicate that the related carrying amount may not be recoverable. In its analysis of other finite lived amortizable intangible assets, the Company applies the guidance of ASC 350-20, Intangibles – Goodwill and Other, in determining whether any impairment conditions exist. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Intangible assets are attributable to the various developed technologies and client relationships of the businesses the Company has acquired. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less cost to sell. During 2011, the Company recorded a $0.8 million impairment charge to intangible assets related to customer relationships acquired in the DealOn acquisition. The impairment is recorded in Cost of Revenue and results from a diminution in value attributable to an adjustment in the Company’s business strategy for ReachDeals and the elimination of its dedicated deal sales force. Management determined that there was no impairment of long-lived assets as of December 31, 2010.

Leases

The Company leases various facilities under agreements accounted for as operating leases. For leases that contain escalation or rent concessions provisions, management recognizes rent expense during the lease term on a straight-line basis over the term of the lease. The difference between rent paid and straight-line rent expense is recorded as a deferred rent liability in the accompanying consolidated balance sheets.

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, 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 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 commitment and no longer qualify for the incentive, management recognizes the revenue previously deferred related to the estimated incentive.

Cost of Revenue

Cost of revenue consists primarily of the cost of media acquired from third-party publishers. Media cost is classified as cost of revenue in the corresponding period in which revenue is recognized. From time to time, publishers offer the Company rebates based upon various factors and operating rules, including the amount of media purchased. Management records these rebates in the period in which they are earned as a reduction to cost of revenue and the corresponding payable to the applicable publisher, or as an other receivable, as appropriate. 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 the Company’s technical operations costs.

F-13

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of personnel and related expenses for 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. In addition, the cost of agency commissions is included in selling and marketing expenses.

Product and Technology Expenses

Product and technology expenses consist primarily of personnel and related expenses for 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. The Company capitalizes a portion of its software development costs (Note 6) and, accordingly, includes amortization of those costs as costs of product and technology, as the RL Platform and the Company’s other systems address all aspects of the Company’s activities, including supporting the IMC selling and consultation process, online publisher integration, efficiencies and optimization, providing insight to clients into the results and effects of their online advertising campaigns and supporting all of the financial and other back-office functions of the business. Product and technology expenses also include the amortization of the technology obtained in acquisitions and the expenses of deferred payment obligations related to product and technology personnel.

General and Administrative Expenses

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, public company costs and other corporate expenses.

Advertising Expenses

The Company expenses advertising as incurred. Advertising expense was $1.3 million, $1.6 million and $0.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

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 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 Income (Loss) Per Share

Basic net income (loss) per share available to common stockholders is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share available to common stockholders is computed by dividing the net income (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.

F-14

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

	Year Ended December 31,
	2011		2010		2009
Weighted average convertible preferred stock		—		6,419		16,712
Deferred stock consideration— SMB:LIVE acquisition		106		312		—
Restricted stock—DealOn acquisition and restricted stock subject to repurchase		79		94		—
Stock options and warrant		1,757		2,645		1,610
		1,942		9,470		18,322

The following table sets forth a reconciliation of the number of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share for the periods indicated (in thousands, except per share data):

	Year Ended December 31,
	2011			2010			2009
Net income (loss) available to common stockholders:
Net income (loss) from continuing operations, net of income taxes	$	(3,969	)	$	(8,303	)	$	1,985
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)	$	(10,184	)	$	(11,147	)	$	1,384
Diluted shares:
Weighted average number of common shares outstanding		28,974			19,867			6,283
Add restricted stock subject to repurchase		—			—			196
Add options and warrants to purchase common shares		—			—			1,422
Weighted average shares used to compute diluted net income (loss) per share available to common shareholders		28,974			19,867			7,901
Net income (loss) per share available to common stockholders, basic:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.42	)	$	0.32
Net loss per share from discontinued operations, basic		(0.21	)		(0.14	)		(0.10	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.56	)	$	0.22
Net income (loss) per share available to common stockholders, diluted:
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.42	)	$	0.25
Net loss per share from discontinued operations, diluted		(0.21	)		(0.14	)		(0.07	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.56	)	$	0.18

Unaudited Pro Forma Net Income (Loss) Per Share

Pro forma basic and diluted net income (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 periods (in thousands, except per share data):

F-15

	Year Ended December 31,
	2011			2010			2009
Net income (loss) available to common stockholders:
Income (loss) from continuing operations, net of income taxes	$	(3,969	)	$	(8,303	)	$	10,623
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)	$	(10,184	)	$	(11,147	)	$	10,022
Basic shares:
Weighted average number of common shares outstanding		28,974			19,867			6,283
Add conversion of preferred stock		—			6,419			16,712
		28,974			, 26,286			22,995
Diluted shares:
Weighted average number of common shares outstanding		28,974			19,867			6,283
Add restricted stock subject to repurchase		—			—			196
Add options and warrants to purchase common shares		—			—			1,422
Add conversion of preferred stock					6,419			16,712
Weighted average shares used to compute diluted net income (loss) per share available to common shareholders		28,974			26,286			24,613
Net income (loss) per share:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.32	)	$	0.46
Loss per share from discontinued operations, basic		(0.21	)		(0.11	)		(0.03	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.42	)	$	0.44
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.32	)	$	0.43
Net loss per share from discontinued operations, diluted		(0.21	)		(0.11	)		(0.02	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.42	)	$	0.41

Income Taxes

The Company records income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company records tax benefits for income tax positions only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date. Management considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may differ from actual outcomes. The Company follows a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company’s policy is to recognize interest and penalties related to tax in income tax expense.

Recently Adopted Accounting Standards

Accounting Standards Codification (“ASC”) Topic 350-20-35-3, Intangibles – Goodwill and Other, provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is necessary. The Company adopted the amended guidance as of the fourth quarter of 2011. The adoption of the amended guidance did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

ASC Topic 220-10, Comprehensive Income - Presentation of Comprehensive Income, specifies an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under both options, an entity will be required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments do not affect how earnings per share is calculated or presented. ASC Topic 220-10 is effective for the Company as of January 1, 2012, however certain provisions of the standard relating to the presentation of reclassification adjustments out of accumulated other comprehensive income have been deferred . Although adopting the guidance will not impact the Company’s accounting for comprehensive income, it will affect its presentation of components of comprehensive income by eliminating the Company’s practice of showing these items within the Consolidated Statements of Shareowners’ Equity.

ASC Topic 820-10, Fair Value Measurement - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (International Financial Reporting Standards), clarifies existing fair value measurement and disclosure requirements, amends certain fair value measurement principles and requires additional disclosures about fair value measurements.  Adoption of this provision, which is effective for the Company on January 1, 2012, is not expected to have a material impact on the Company’s consolidated financial statements.

F-16

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):

			Basis of Fair Value Measurement
	Balance at December 31, 2011		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	$	84,525	$	84,525	$	—	$	—
Restricted certificates of deposit	$	1,930	$	1,930	$	—	$	—

			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	$	—	$	—
Restricted certificates of deposit	$	9,009	$	9,009	$	—	$	—

4. Acquisitions

Acquisition of ReachLocal Australia

On December 21, 2006, the Company and NetUs Pty. Ltd. (“NetUs”) established ReachLocal Australia Pty Ltd. (“ReachLocal Australia”), a 50/50 joint venture, to provide the Company’s online marketing services to the defined territories of Australia and New Zealand. In exchange for its ownership interest and concurrent with the formation of the joint venture, the Company entered into a software license agreement with ReachLocal Australia. Under the terms of the joint venture agreement, the Company was not contractually obligated to provide any funding to ReachLocal Australia. Under the software license agreement, the Company developed and supported proprietary software, similar to its current proprietary software used in the United States, for the exclusive use of ReachLocal Australia for Internet advertising campaigns in the defined territories of Australia and New Zealand (the “Australian Platform”). The Company granted ReachLocal Australia an exclusive perpetual right and license to use the Australian Platform and agreed to provide services required under the agreement within the defined territories.

On December 22, 2006, ReachLocal Australia entered into an Executive Equity Participation Agreement with Elysium Corporation Pty Ltd. (“Elysium”). Elysium is the trustee of The Power Family Discretionary Trust, and the agreement was in exchange for the service and employment of Steven Power, Managing Director of ReachLocal Australia. Pursuant to the agreement, Elysium was issued 5% of the outstanding capital stock of ReachLocal Australia and both the Company’s and NetUs’ fully diluted ownership was reduced to 47.5%.

On March 13, 2007, the Company and NetUs entered into a first amendment to the software license agreement and a first amendment to the joint venture agreement. Pursuant to the agreement, the Company agreed to provide a credit of $0.3 million towards future upgrades and modifications of the Australian Platform to offset charges otherwise allowed under the software license agreement. In addition, NetUs increased its funding obligation to ReachLocal Australia by an additional $0.8 million up to a maximum of $2.8 million.

F-17

ReachLocal Australia had minimal operations in 2006. During 2007, the Company’s proportionate loss in ReachLocal Australia exceeded the carrying value of its investment. Accordingly, the Company recorded a loss in the amount of $0.3 million to reduce the carrying value of the investment in ReachLocal Australia to zero. No additional loss accruals were recorded in 2007 as the Company had no obligation for additional contributions to ReachLocal Australia at that time.

On March 25, 2008, the Company and NetUs entered into the second amendment to the joint venture agreement providing that each party would provide additional funding up to Australian $0.9 million for a combined total of Australian $1.8 million to meet the working capital requirements of the business. During 2008, the Company made the required funding payments of Australian $0.9 million and due to continued losses of ReachLocal Australia, the entire commitment was recognized as equity in losses of unconsolidated joint venture in the accompanying 2008 consolidated statement of operations.

On September 11, 2009, the Company acquired the remaining interest in ReachLocal Australia for approximately $17.9 million which consisted of the issuance of 598,665 shares of common stock (including 22,000 shares of restricted stock—see Note 9) valued at $10.43 per share (which represented the latest quarterly valuation of the Company’s common stock performed prior to the acquisition date), a cash payment in the amount of $5.8 million and a non-interest bearing deferred payment obligation of $6.1 million, due upon the closing of the Company’s initial public offering. For purposes of determining the Company’s acquisition consideration, management discounted the note to its estimated net present value of $5.9 million. The deferred payment obligation was satisfied upon the closing of the Company’s initial public offering; and the Company recognized both interest expense and an exchange gain related to the obligation. There was no contingent consideration issued in conjunction with the purchase. The assets acquired by the Company include cash, accounts receivable, intangible assets, property, plant and equipment, and other current assets. As a result of this transaction, ReachLocal Australia became a wholly owned subsidiary of the Company. In conjunction with the acquisition, the Company incurred approximately $0.3 million in costs that are reflected in general and administrative expense in the accompanying consolidated financial statements for 2009.

The Company recorded the assets and liabilities acquired at their respective fair values, and the Company recorded a gain of $16.2 million, which represents its share of the excess of fair value over the carrying value of the investment in ReachLocal Australia. The Company did not record a deferred income tax liability associated with the gain since the excess of the amount for financial reporting over the corresponding tax basis is permanent in duration. The following table summarizes the fair value of assets and liabilities acquired (in thousands):

Assets acquired:
Cash	$	2,727
Property and equipment		334
Other current assets (including accounts receivable)		190
Intangible assets		2,300
Goodwill		32,388
Total assets acquired		37,939
Liabilities assumed:
Accounts payable		(3,170	)
Deferred revenue		(615	)
Total fair value of assets and liabilities acquired	$	34,154

The acquisition of ReachLocal Australia allows the Company to provide services directly to the Australia and New Zealand markets. This factor contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired, and, as a result, the Company recorded goodwill in connection with this transaction.

The intangible assets acquired consist of customer relationships, which are being amortized over their estimated useful life of three years using the straight line amortization method. At December 31, 2011, the remaining amortization of intangibles is as follows (in thousands):

Year ending December 31,
2012	$	535

Amortization expense for the intangible assets was $0.8 million, $0.8 million, and $0.2 million for the years ended December 31, 2011, 2010 and 2009,  respectively. Accumulated amortization for the intangible asset was $1.8 million and $1.0 million as of December 31, 2011 and 2010, respectively.

F-18

Acquisition of SMB:LIVE

On February 22, 2010, the Company acquired all of the issued and outstanding common stock of SMB:LIVE Corporation (“SMB:LIVE”) for consideration of approximately $8.5 million in cash and stock. SMB:LIVE is a provider of data syndication and social media monitoring products and services to SMBs. With the technology acquired through the SMB:LIVE acquisition, the Company is developing a digital presence and reputation management solution designed to enable an SMB to publish multi-media content from a single interface to a business profile page hosted by the Company as well as to local directory sites, search engines and social media sites, including Twitter and Facebook. In addition, the Company will provide automated monitoring of local review sites, social media sites, and local blogs for references to the SMB or comments related to the SMB’s business to provide an SMB with feedback, alerts and analytics to assist it in managing its online reputation.

On the closing date, the Company paid $2.8 million in cash as part of the purchase price. The balance of the consideration (the “Deferred Consideration”) of $5.7 million was payable in cash and stock of the Company and was paid as summarized in the table below  (in thousands):

	Deferred Cash Consideration		Deferred Stock Consideration		Total
Total Deferred Consideration paid in 2011	$	417	$	2,385	$	2,802
Paid on February 22, 2012		575		2,356		2,931
Total	$	992	$	4,741	$	5,733

In connection with the acquisition, the Company incurred approximately $0.3 million in costs that are reflected in general and administrative expense in the accompanying consolidated financial statements for the year ended December 31, 2010.

The Company recorded the assets and liabilities acquired at their respective fair values. The following table summarizes the fair value of assets and liabilities acquired (in thousands):

Assets acquired:
Cash	$	5
Accounts receivable		142
Property and equipment		39
Other current assets		13
Intangible assets		2,300
Goodwill		1,730
Total assets acquired		4,229
Liabilities assumed:
Accounts payable and accrued expenses		(732	)
Other current liabilities		(38	)
Deferred tax liability		(702	)
Total fair value of net assets acquired	$	2,759

The intangible assets acquired consist of SMB:LIVE’s developed technology, which is being amortized over its estimated useful life of three years using the straight line method. At December 31, 2011, the remaining amortization of intangibles is as follows (in thousands):

Year Ending December 31,
2012	$	767
2013		128
Total	$	895

For the years ended December 31, 2011 and 2010, amortization expense related to the acquired developed technology was $0.8 million and $0.6 million, respectively.

The results of SMB:LIVE’s operations for the period post-acquisition have been included in the Company’s consolidated financial statements. Revenue from the acquired legacy products and services are immaterial for the years ended December 31, 2011 and 2010, respectively.

Acquisition of DealOn

On February 8, 2011, the Company acquired all of the outstanding member interests of DealOn, LLC (“DealOn”) for consideration of up to approximately $9.6 million in cash and stock. DealOn was a deal commerce company that operated in the United States and provided the Company with a deal commerce platform.

F-19

On the closing date, the Company paid $5.8 million in cash and issued 82,878 shares of its common stock, valued at $1.9 million based on fair value of the Company’s stock on the acquisition date. The balance of the purchase price of $2.0 million (the “DealOn Deferred Consideration”) was payable in cash of $1.5 million and in 21,297 shares of the Company’s common stock, and was subject to adjustment under the terms of the acquisition agreement. The following table summarizes the DealOn Deferred Consideration milestone payments as of December 31, 2011, 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

On February 8, 2012, the Company made a deferred payment in the amount of $0.5 million, net of the working capital adjustment and certain other adjustments, and issued 10,649 shares of its common stock.

For purposes of determining the Company’s acquisition consideration, management discounted the DealOn Deferred Consideration to its then present value, or $1.9 million, and recorded this amount at the time of acquisition. The Company has accrued interest on the deferred consideration originally recorded. The Company recorded the 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 net assets acquired	$	9,566

As of December 31, 2011, the Company had a total deferred payment obligation of $1.8 million, after certain purchase price adjustments, of which $1.4 million is classified as a current liability.  At December 31, 2011, the remaining amortization of DealOn’s intangibles is as follows (in thousands):

Year Ending December 31,
2012	$	274
2013		229
2014		24
Total	$	527

As of December 31, 2011, intangible assets included customer relationships and developed technology of $0.5 million (net of accumulated amortization of $0.8 million).  For the year ended December 31, 2011, amortization expense related to the acquired intangibles was $0.8 million. During 2011, the Company recorded a $0.8 million impairment charge to intangible assets related to customer relationships acquired in the DealOn acquistion.  This impairment is recorded in Cost of Revenue and results from a diminution in value attributable to an adjustment in the Company’s business strategy for ReachDeals and the elimination of its dedicated deal  sales force.

In connection with the DealOn acquisition, the Company incurred approximately $0.4 million in costs that are reflected in “general and administrative expense” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2011.

F-20

5. Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2011			2010
Computer hardware and software	$	9,388		$	6,873
Office equipment		1,383			1,065
Furniture and fixtures		3,741			2,632
Leasehold improvements		2,865			1,265
Assets not placed in service		1,292			309
		18,669			12,144
Less: Accumulated depreciation and amortization		(8,784	)		(5,613	)
	$	9,885		$	6,531

Depreciation expense for property and equipment was $3.2 million, $2.3 million and $1.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

6. Software Development Costs

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

	December 31,
	2011			2010
Capitalized software development costs	$	21,686		$	14,839
Accumulated amortization		(10,744	)		(6,010	)
Capitalized software development costs, net	$	10,942		$	8,829

The Company recorded amortization expense of $4.7 million, $2.6 million and $1.4 million for the years ended December 31, 2011, 2010 and 2009, respectively. As of December 31, 2011 and 2010, $1.2 million and $1.5 million of capitalized software development costs, respectively, are related to projects still in development and are not being amortized.

7. Commitments and Contingencies

The Company leases office facilities under operating lease agreements that expire at various dates through 2021. The terms of the majority of the Company’s lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease term.

Rental expense, principally for leased office space under operating lease commitments, was $9.7 million, $6.4 million and $4.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

As of December 31, 2011, future minimum payments under cancelable and non-cancelable operating leases are as follows (in thousands):

Year Ended December 31,
2012	$	9,168
2013		9,030
2014		7,062
2015		5,808
2016		3,550
Thereafter		8,028
	$	42,646

Letters of Credit and Restricted Certificates of Deposit

As of December 31, 2011 and 2010, the Company maintained letters of credit totaling $1.3 million and $0.8 million, respectively, to secure its obligations under facility operating lease agreements. The letters of credit are collateralized by restricted certificates of deposit and automatically renew for successive one-year periods over the duration of the lease term. As of December 31, 2011 and 2010, the Company was required to maintain cash reserve balances of at least $1.3 million and $0.8 million, respectively, to secure these letters of credit. These amounts were classified as restricted certificates of deposit in the accompanying consolidated balance sheets.

F-21

Litigation

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes that the final disposition of such matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

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 December 9, 2011, the Court granted final approval of a settlement of the class action for $0.8 million, which together with legal costs resulted in a charge of $0.8 million recorded in fiscal 2010.

Deferred Payment Obligations

As part of the consideration paid to acquire SMB:LIVE, on February 22, 2011 the Company paid $0.2 million in cash and issued 90,062 shares of its common stock, on August 22, 2011 paid $0.3 million in cash and issued 93,346 shares of its common stock, and on February 22, 2012 paid $0.6 million in cash and issued 181,224 shares of its common stock (see Notes 4 and 9). The February 22, 2012 payment represented the final payment of deferred consideration in connection with the SMB:LIVE acquisition.

 As part of the February 8, 2011 acquisition of DealOn, on February 8, 2012, the Company paid $0.5 million in cash and issued 10,649 shares of its common stock. The Company remains obligated to pay up to approximately $0.7 million in cash and issue 10,649 shares of its common stock, subject to adjustment under the terms of the acquisition agreement (see Note 4).

See Note 8 “Stockholder’s Equity” for information on the Company’s stock repurchase program.

8. Stockholder’s Equity

Common Stock

At December 31, 2011, there were 140,000,000 shares of common stock authorized. At December 31, 2011 and 2010, there were 28,551,925 and 28,165,023 shares, respectively, issued and outstanding. Holders of common stock are entitled to dividends if and when declared by the board of directors.

Initial Public Offering

On May 19, 2010, the Company issued 3,941,103 shares of common stock, including shares from the exercise of the underwriters’ option to purchase 625,000 shares, at a price of $13.00 per share, raising proceeds to the Company of $42.0 million, net of underwriting discounts and commissions and offering costs.

Upon the completion of the initial public offering, the Company amended and restated its certificate of incorporation to authorize the Company to issue up to 140,000,000 shares of common stock, at $0.00001 par value per share.

Convertible Preferred Stock

Upon the completion of the initial public offering, all of the then outstanding shares of convertible preferred stock were converted to 16,712,120 shares of common stock with a par value of $0.00001 per share.

Series A Convertible Preferred Stock

In February 2004, the Company issued 813,955 shares of Series A convertible preferred stock (“Series A preferred stock”) at $0.61 per share, resulting in gross proceeds of approximately $500,000. In May 2004, the Company amended its certificate of incorporation to increase the authorized shares of the Series A preferred stock to 1,221,120 shares. This issuance resulted in an additional 407,165 shares of Series A preferred stock for gross proceeds of approximately $250,000.

Series B Convertible Preferred Stock

In June 2004, the Company issued 3,615,330 shares of Series B-1 convertible preferred stock (“Series B-1 preferred stock”) at $0.55 per share and 5,271,980 shares of Series B-2 convertible preferred stock (“Series B-2 preferred stock”) at $0.95 per share. The gross proceeds approximated $2,000,000 and $4,984,000 for the Series B-1 preferred stock and B-2 preferred stock.

Series C Convertible Preferred Stock

In June 2006, the Company issued 2,221,890 shares of Series C convertible preferred stock (“Series C preferred stock”) at $1.35 per share, resulting in gross proceeds of approximately $3,000,000. In September 2006, the Company issued an additional 1,481,260 shares of Series C preferred stock at $1.35 per share, resulting in gross proceeds for approximately $2,000,000.

F-22

Series D Convertible Preferred Stock

In September 2007, the Company issued 5,974,612 shares of Company’s Series D convertible preferred stock (“Series D preferred stock”) at $9.23 per share, resulting in gross proceeds of approximately $55,122,000. In conjunction with the Series D financing, the Company repurchased 1,978,000 shares of common stock and 1,666,418 shares of Series C convertible preferred stock for a net of $32,416,000. Immediately following the close of the Series D financing, 1,666,417 shares of Series C convertible preferred stock converted into 1,666,417 shares of common stock, leaving 370,315 shares of Series C outstanding.

Reserved shares

In conjunction with the acquisition of SMB:LIVE, the Company issued 181,224 shares of its common stock on February 22, 2012.

In conjunction with the acquisition of DealOn, the Company is obligated to issue up to 21,297 shares of its common stock, subject to adjustment under the terms of the acquisition agreement (see Note 4).

Warrants

In 2007, the Company issued a warrant to purchase 76,137 shares of common stock with an exercise price of $9.23 per share which contained a net exercise provision. In connection with the public offering, in May 2010, the holder exercised the warrant on a net exercise basis and received 22,102 shares of the Company’s common stock.

In November 2009, the Company issued a warrant to a consultant to purchase up to 15,000 shares of common stock at an exercise price of $10.91 per share, which expires in November 2014. Because the warrant has a performance condition that had not been satisfied as of December 31, 2009, no cost was recorded in the financial statements in 2009. As of December 31, 2011, there was $33,000 of unrecognized stock-based compensation related to the warrant.

Common Stock Repurchases

On November 4, 2011, the Company announced that its Board of Directors authorized the repurchase of up to $20.0 million of the Company’s outstanding common stock. At December 31, 2011, the Company had executed repurchases of $6.7 million of its common stock under the program. From January 1, 2012 to March 9, 2012, the Company executed repurchases of an additional $2.6 million of its common stock under the program. Purchases may be made from time-to-time in open market or privately negotiated transactions as determined by the Company’s management. The amount and timing of the share repurchase will depend on business and market conditions, stock price, trading restrictions, acquisition activity, and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

9. Stock-Based Compensation

Stock Option Plans

On April 21, 2004, the Company adopted the 2004 Stock Plan (the “2004 Plan”), as amended. Grants under the 2004 Plan may be incentive stock options or nonqualified stock options or awards. The 2004 Plan is administered by the Company’s board of directors, which has the authority to designate participants and determine the number and type of awards to be granted, the time at which awards are exercisable, the method of payment and any other terms or conditions of the awards. The vesting of these awards vary subject to the participant’s period of future service, or otherwise at the discretion of the Company’s board of directors. The majority of awards vest over four years and have a term of 10 years. There were no shares available for grant under the 2004 Plan as of December 31, 2011 and 2010.

On July 1, 2008, the Company adopted the 2008 Stock Incentive Plan (the “2008 Plan”) and retired the 2004 Plan. Options outstanding under the 2004 Plan are unaffected by the retirement of the 2004 Plan. The aggregate number of shares of the Company’s common stock available for issuance pursuant to awards granted under the 2008 Plan is equal to the sum of (x) 5,471,350 plus (y) any shares of the Company’s common stock subject to awards under the 2004 Plan that terminate, expire or lapse for any reason or are settled in cash after the date the 2008 Plan originally became effective, and (z) an annual increase in shares on the first day of each year beginning in 2011 and ending in 2018. The annual increase will be equal to the lesser of (A) 2,500,000 shares (as adjusted for stock splits, stock combinations, stock dividends and similar matters), (B) 4.5% of the Company’s common stock outstanding on the last day of the prior year or (C) such smaller number of shares as may be determined by the Board. The 2008 Plan is administered by the Company’s Compensation Committee, which has the authority to designate participants and determine the number and type of awards to be granted, the time at which awards are exercisable, the method of payment and any other terms or conditions of the awards. The vesting of these awards vary subject to the participant’s period of future service, or otherwise at the discretion of the Compensation Committee. The majority of awards issued under the 2008 Plan vest over four years and have a term of seven years. There were 686,103 and 735,620 shares available for grant under the 2008 Plan as of December 31, 2011 and 2010, respectively. On January 1, 2012, an additional 1,284,837 shares were added to the pool under the evergreen provision.

F-23

The following table summarizes vested and unvested options activity as follows (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, 2008		4,308		$	7.03		1,326		$	2.41		2,982		$	9.09
Granted		1,323			11.21		66			10.91		1,257			11.22
Options vesting		—			—		1,189			8.43		(1,189	)		8.43
Exercised		(76	)		0.65		(76	)		0.65		—			—
Forfeited		(159	)		9.89		(32	)		10.14		(127	)		9.83
Outstanding at December 31, 2009		5,396			8.04		2,473			5.55		2,923			10.19
Granted		1,631			13.56		10			13.00		1,621			13.56
Options vesting		—			—		1,324			9.50		(1,324	)		9.50
Exercised		(536	)		2.07		(536	)		2.07		—			—
Forfeited		(256	)		11.43		(24	)		10.67		(232	)		11.51
Outstanding at December 31, 2010		6,235			9.88		3,247			7.58		2,988			12.45
Granted		1,713			19.58		1			20.98		1,712			19.58
Options vesting		—			—		1,322			11.87		(1,322	)		11.87
Exercised		(938	)		5.83		(938	)		5.83		—			—
Forfeited		(495	)		18.07		(161	)		10.46		(334	)		22.88
Outstanding at December 31, 2011		6,515		$	12.63		3,471		$	9.72		3,044		$	15.96

The assumptions utilized for purposes of the Black-Scholes pricing model are summarized as follows:

• Volatility—As the Company has limited trading history for its common stock, the expected stock price volatility was estimated by taking the median historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the technology industry similar in size, stage of life cycle and financial leverage. Management did not rely on implied volatilities of traded options in its industry peers’ common stock because the volume of activity was relatively low.

• Expected term—The expected term was estimated using the simplified method allowed under Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment. Management uses this method because it has limited historical data to estimate future terms and it is unable to obtain objective, measurable and comparative historical data of comparable companies.

• Risk free rate—The risk free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.

• Dividend yield—The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, management used an expected dividend yield of zero.

In addition, management estimates the forfeiture rate based on its historical experience with forfeitures and reviews estimated forfeiture rates each period-end, and makes changes as factors affecting the forfeiture rate calculations and assumptions change.

The following table summarizes the weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2011, 2010 and 2009.

	Year Ended December 31,
	2011			2010			2009
Expected dividend yield		0	%		0	%		0	%
Risk-free interest rate		1.88	%		1.91	%		2.16	%
Expected life (in years)		4.75			4.75			4.73
Expected volatility		57	%		56	%		55	%
Weighted average fair value per share	$	9.65		$	6.55		$	3.66

F-24

The weighted average remaining contractual life of all options outstanding as of December 31, 2011 and 2010 was 4.99 years and 5.45 years, respectively. Furthermore, the aggregate intrinsic value of all options outstanding as of December 31, 2011 and 2010 was $3.0 million and $62.5 million, respectively. The aggregate intrinsic value of options vested and exercisable at December 31, 2011 and 2010 was $2.9 million and $40.6 million, respectively, based on the fair value of the Company’s common stock. The remaining contractual life for options vested and exercisable at December 31, 2011 was 4.36 years. The per share weighted average grant date fair value of unvested options as of December 31, 2011, 2010 and 2009 was $7.50, $5.12 and $3.66, respectively. The per-share weighted average grant date fair value of options vested during 2011 and 2010 was $4.59 and $2.81, respectively. The total fair value of shares vested during the year ended 2011 and 2010 was $6.1 million and $3.7 million, respectively. The per-share weighted average grant date fair value of options forfeited during 2011 and 2010 was $8.10 and $4.61, respectively.

Prior to the initial public offering, the Company computed the aggregate intrinsic value amounts based on the difference between the original exercise price of the options and the fair value of common stock, which was $13.04 at December 31, 2009. Since the initial public offering, the Company has computed the aggregate intrinsic value amounts based on the difference between the original exercise price and the closing market price on the day of the exercise. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2011, 2010 and 2009 was $14.2 million, $6.7 million and $0.5 million, respectively.

The options outstanding and vested and exercisable as of December 31, 2011 have been segregated into ranges for additional disclosure as follows (number of options in thousands):

	Options Outstanding						Options Vested and Exercisable
Range of Exercise Prices (in dollars)	Number	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number		Weighted Average Exercise Price
$0.00 - $5.00	524		4.67	$	0.66		478	$	0.66
$5.01 - $10.00	693		5.35		9.23		442		9.23
$10.01 - $15.00	3,786		4.44		11.41		2,507		11.41
$15.01 - $20.00	459		6.64		17.04		44		17.04
$20.01 - $25.00	833		6.13		20.98		—		20.98
$25.01 - $30.00	220		6.33		25.51		—		25.51
	6,515		4.99	$	12.63		3,471	$	9.72

Restricted Stock Units

The Company may issue restricted stock units in conjunction with acquisitions and long-term employee incentive programs.  In 2011 and 2010, we issued 94,000 and 135,000 restricted stock units, respectively, with vesting periods of 4 years. In conjunction with the purchase of ReachLocal Australia in 2009 (Note 4), the Company issued 22,000 shares of restricted stock units to employees of ReachLocal Australia. These restricted stock units vest ratably over service periods ranging from two to three years. Stock-based compensation expense related to restricted stock units was not significant for 2011, 2010, and 2009.

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

	Restricted StockUnits			Vested		Unvested
Outstanding at December 31, 2008		2,506			2,191		315
Vested		—			230		(230	)
Repurchase of restricted stock		22			—		22
Outstanding at December 31, 2009		2,528			2,421		107
Vested		—			114		(114	)
Cancellations		(1	)		—		(1	)
Issuance of restricted stock		135			—		135
Outstanding at December 31, 2010		2,662			2,535		127
Vested		—			47		(47	)
Cancellations		(43	)		—		(43	)
Issuance of restricted stock		94			8		86
Outstanding at December 31, 2011		2,713			2,590		123

F-25

Deferred Stock Consideration

As part of the consideration paid to acquire SMB:LIVE, on February 22, 2011 the Company paid $0.2 million in cash and issued 90,062 shares of its common stock, on August 22, 2011 paid $0.3 million in cash and issued 93,346 shares of its common stock, and on February 22, 2012 paid $0.6 million in cash and issued 181,224 shares of its common stock (see Notes 4, 9 and 15). The February 22, 2012 payment represented the final payment of deferred consideration in connection with the SMB:LIVE acquisition.

 As part of the February 8, 2011 acquisition of DealOn, on February 8, 2012, the Company paid $0.5 million in cash and issued 10,649 shares of its common stock. The Company remains obligated to pay up to approximately $0.7 million in cash and issue 10,648 shares of its common stock, subject to adjustment under the terms of the acquisition agreement (see Note 4).

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):

	Year Ended December 31,
	2011		2010		2009
Stock-based compensation	$	9,525	$	7,579	$	3,109
Less: Capitalized stock-based compensation		1,144		1,906		195
Stock-based compensation expense, net	$	8,381	$	5,673	$	2,914

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

	Year Ended December 31,
	2011		2010		2009
Stock compensation, net of capitalization
Cost of revenue	$	200	$	244	$	86
Selling and marketing		1,402		1,202		566
Product and technology		1,387		1,104		117
General and administrative		5,392		3,123		2,145
	$	8,381	$	5,673	$	2,914

As of December 31, 2011, there was $20.3 million 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 1.4 years. Future stock-based compensation for these awards may differ in the event actual forfeitures deviate from management’s estimates.

10. Income Taxes

The components of income (loss) from continuing operations before income taxes were (in thousands):

	Year Ended December 31,
	2011			2010			2009
United States	$	(1,532	)	$	(6,238	)	$	12,632
Foreign		(1,702	)		(2,605	)		(1,792	)
	$	(3,234	)	$	(8,843	)	$	10,840

The provision for income taxes for the years ended December 31, 2011, 2010 and 2009, consists primarily of minimum state and foreign income taxes payable in the various jurisdictions in which the Company operates. In 2010, the Company recorded a one-time $0.7 million discrete deferred tax benefit related to the acquisition of SMB:LIVE. 

F-26

Significant components of the provision (benefit) for income taxes are as follows (in thousands):

	Year Ended December 31,
	2011			2010			2009
Current:
Federal	$	—		$	—		$	—
State		205			64			217
Foreign		345			96			—
		550			160			217
Deferred:
Federal		509			(1,968	)		759
State		769			(193	)		118
Foreign		(1,618	)		(101	)		(2,018	)
		(340	)		(2,262	)		(1,141	)
Valuation allowance		525			1,562			1,141
	$	735		$	(540	)	$	217

The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to income before income taxes as follows (in thousands):

	Year Ended December 31,
	2011			2010			2009
Income tax benefit at the federal statutory rate (34%)	$	(1,100	)	$	(3,007	)	$	3,686
State income tax benefit, net of federal tax benefit		643			(225	)		334
Foreign income taxes, net		(43	)		(372	)		(809	)
Non-deductible stock-based compensation		345			2,169			1,019
Gain on acquisition of ReachLocal Australia		—			—			(5,516	)
Acquisition of SMB:LIVE		—			(702	)		—
Change in valuation allowance		525			1,562			1,141
Other		365			35			362
	$	735		$	(540	)	$	217

The components of deferred income tax assets and liabilities are as follows (in thousands):

	December 31,
	2011			2010
Deferred tax assets:
Vacation accrual	$	527		$	700
Allowance for doubtful accounts		148			151
Accrued expenses		850			1,071
Deferred rent		928			692
State taxes		70			22
Intangible assets		965			—
Other		—			76
Net operating loss carryforward		12,495			8,944
Gross deferred tax assets		15,983			11,656
Less: valuation allowance		(10,427	)		(7,386	)
Net deferred tax assets		5,556			4,270
Deferred tax liabilities:
Intangible assets		—			(1,064	)
Capitalized software		(2,671	)		(1,186	)
Depreciation		(3,070	)		(2,020	)
Net deferred tax liability	$	(185	)	$	—

F-27

In accounting for the acquisition of ReachLocal Australia, the Company recorded intangible assets and adjustments to deferred revenue that resulted in additional temporary differences and the recorded deferred tax liability of $0.8 million. As a result, the Company also reflects a net deferred tax asset of the same amount to recognize a portion of the tax attributes acquired. Absent additional evidence of future realizability, the Company will increase the valuation allowance against such deferred tax assets as the temporary differences and related deferred tax liability are reduced through the amortization of the amounts recorded in the purchase accounting.

The following table summarizes the Company’s net operating loss carry-forwards as of December 31, 2011:

Net operating loss:	Balance at December 31, 2011 (in thousands)		Beginning Expiration Year
Federal	$	20,862	2024
State		15,951	Various jurisdictions from 2013 to 2029
Foreign		11,841	Generally do not expire, but are subject to certain limitations

Due to the Company’s history of operating losses, there is substantial uncertainty surrounding whether the Company will ultimately realize its deferred tax assets. Accordingly, these tax assets have been fully reserved as of December 31, 2011, 2010 and 2009.

U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such temporary differences totaled $18.7 million as of December 31, 2011, which included $16.2 million of non-cash gain discussed below. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation.

In 2009, the Company recorded a non-cash gain of $16.2 million in conjunction with the acquisition of ReachLocal Australia (see Note 4). As the Company intends to hold its investment in ReachLocal Australia permanently, the Company did not recognize a provision for income taxes on the gain or the resulting temporary difference. However, should the Company later sell or liquidate its interest in ReachLocal Australia, it would recognize an estimated tax provision of $6.1 million on the untaxed amount.At December 31, 2011, the Company had gross unrecognized tax benefits of approximately $2.1 million. Of this total, approximately $0.1 million would affect the Company’s effective tax rate if recognized. The Company classifies liabilities for unrecognized tax benefits for which it does not anticipate payment or receipt of cash within one year in non-current other liabilities.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands):

	December 31,
	2011		2010		2009
Unrecognized tax benefits – beginning balance	$	2,000	$	2,000	$	2,000
Gross increases – tax positions taken in prior period		100		—		—
Unrecognized tax benefits – ending balance	$	2,100	$	2,000	$	2,000

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the year ended December 31, 2011, the Company recognized and accrued approximately $0.1 million of interest at December 31, 2011.

The Company files income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. 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.

The Company does not expect significant changes to the unrecognized tax benefits in the next 12 months.

11. 401(k) Plan

In February 2007, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan is available to all full-time employees and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company may contribute to the plan at the discretion of its board of directors. No contributions have been made to the plan during the years ended December 31, 2011, 2010 and 2009.

F-28

12. Related Party Transactions

On May 18, 2009, the Company was a party to stock purchase agreements pursuant to which certain holders of more than 5% of the Company’s capital stock purchased additional shares of the Company’s common stock from certain of the Company’s directors and executive officers and other stockholders. The Company’s participation in these transactions was limited to the approval of these transfers by the disinterested members of the board of directors, waiver of certain rights of first refusal with respect to the shares being sold, making certain representations and warranties relating to the Company’s approval of these transactions and valid issuance of the shares being sold as well as to perform various administrative functions associated with these transfers. In 2009, a loan receivable of $0.2 million related to an earlier purchase of shares from one of the Company’s officers, which together with accrued interest totaled approximately $0.2 million, was forgiven in full. In addition to forgiving his loan, the Company agreed to pay the officer approximately $0.1 million to defray the costs associated with the taxation on the forgiveness of his debt.

In September 2009, as part of the ReachLocal Australia acquisition, the Company assumed $0.1 million of loan receivables from Company stockholders. The balance of these loans was $0.1 million and $0.1 million at December 31, 2011 and 2010, respectively and is classified as a component of stockholders equity on the accompanying consolidated balance sheets.

13. Segment Information

Management has determined that it operates in one segment in accordance with ASC 280, Segment Reporting, as it only reports profit and loss information on an aggregate basis to its chief executive officer, who is the Company’s chief operating decision maker.

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):

	Year Ended December 31,
	2011		2010		2009
Revenue:
North America	$	289,249	$	241,696	$	189,467
International		85,992		49,993		13,650
	$	375,241	$	291,689	$	203,117
Long Lived Assets:
North America	$	8,159	$	6,800
International		4,757		1,649
	$	12,916	$	8,449

The results of the Australia geographic region for the post-acquisition period beginning September 11, 2009 have been included in the Company’s consolidated  financial statements and include revenues of $56.2 million, $32.7 million, and $6.1 million in 2011, 2010 and 2009, respectively. Long-lived assets of the Australia geographic region were $2.4 million and $1.1 million at December 31, 2011 and 2010, respectively.

14. Discontinued Operations

On November 1, 2011, the Company announced that it would wind down the operations of Bizzy due to insufficient consumer adoption of the Bizzy recommendation engine and determined that Bizzy would be considered a discontinued operation as of the third quarter of 2011. In connection with this decision, the Company recorded a charge of $4.0 million in 2011 to reflect the impairment of capitalized software development costs, personnel and severance costs, operating losses, facilities and other costs.

F-29

15. Quarterly Information (Unaudited)

The following table sets forth unaudited quarterly financial data for the four quarters of each of 2011 and 2010. As a result of the winding down of the operations of Bizzy, management has reclassified and presented all related historical financial information as “discontinued operations” in the accompanying Consolidated Balances Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows.

	Dec 31, 2011			Sept 30, 2011			June 30, 2011			Mar 31, 2011			Dec 31, 2010			Sept 30, 2010			June 30, 2010			Mar 31, 2010
Revenue	$	99,802		$	98,629		$	92,752		$	84,058		$	80,580		$	77,121		$	70,362		$	63,626
Cost of revenue	$	49,196		$	50,265		$	46,598		$	44,500		$	43,560		$	42,172		$	38,447		$	34,839
Income (loss) from continuing operations, net of income taxes	$	308		$	(1,329	)	$	(276	)	$	(2,672	)	$	(2,806	)	$	(1,915	)	$	(1,833	)	$	(1,749	)
Loss from discontinued operations, net of income taxes	$	(1,495	)	$	(3,272	)	$	(673	)	$	(775	)	$	(822	)	$	(956	)	$	(561	)	$	(505	)
Net loss available to common stockholders	$	(1,187	)	$	(4,601	)	$	(949	)	$	(3,447	)	$	(3,628	)	$	(2,871	)	$	(2,394	)	$	(2,254	)
Net income (loss) per share from continuing operations, basic	$	0.01		$	(0.05	)	$	(0.01	)	$	(0.09	)	$	(0.10	)	$	(0.07	)	$	(0.07	)	$	(0.07	)
Loss per share from discontinued operations, basic		(0.05	)		(0.11	)		(0.02	)		(0.03	)		(0.03	)		(0.03	)		(0.02	)		(0.02	)
Net loss per share, basic	$	(0.04	)	$	(0.16	)	$	(0.03	)	$	(0.12	)	$	(0.13	)	$	(0.10	)	$	(0.09	)	$	(0.10	)
Net income (loss) per share from continuing operations, diluted	$	0.01		$	(0.05	)	$	(0.01	)	$	(0.09	)	$	(0.10	)	$	(0.07	)	$	(0.07	)	$	(0.07	)
Loss per share from discontinued operations, diluted		(0.05	)		(0.11	)		(0.02	)		(0.03	)		(0.03	)		(0.03	)		(0.02	)		(0.02	)
Net loss per share, diluted	$	(0.04	)	$	(0.16	)	$	(0.03	)	$	(0.12	)	$	(0.13	)	$	(0.10	)	$	(0.09	)	$	(0.10	)

F-30

 (3) Exhibits

EXHIBIT INDEX

Exhibit No.	Description of Document
3.01	Amended and Restated Certificate of Incorporation of ReachLocal, Inc., dated May 19, 2010 (incorporated by reference to Exhibit 3.01 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34749) filed with the SEC on March 28, 2011)
3.02	Amended and Restated Bylaws of ReachLocal, Inc. (incorporated by reference to Exhibit 3.02 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34749) filed with the SEC on March 28, 2011)
4.01	Form of ReachLocal, Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.01 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
4.02	Second Amended and Restated Investors’ Rights Agreement, by and among ReachLocal, Inc., the Investors listed on Exhibit A, Exhibit B, Exhibit C and Exhibit D thereto, and the Founders listed on Exhibit E thereto, dated as of September 17, 2007 and as amended as of July 1, 2008, May 14, 2009, and May 18, 2009 (incorporated by reference to Exhibit 4.02 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
4.03	Stockholders Agreement, by and between ReachLocal, Inc. and NetUs Pty Limited ACN 117 674 030, dated as of September 11, 2009 (incorporated by reference to Exhibit 4.03 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.01*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Zorik Gordon (incorporated by reference to Exhibit 10.01 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.02*	Indemnification Agreement entered into by and between ReachLocal, Inc. and David Carlick (incorporated by reference to Exhibit 10.02 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.03*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Robert Dykes (incorporated by reference to Exhibit 10.03 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.04*	Indemnification Agreement entered into by and between ReachLocal, Inc. and James Geiger (incorporated by reference to Exhibit 10.04 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.05*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Habib Kairouz (incorporated by reference to Exhibit 10.05 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.06*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Alan Salzman (incorporated by reference to Exhibit 10.06 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.07*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Nathan Hanks (incorporated by reference to Exhibit 10.08 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.08*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Michael Kline (incorporated by reference to Exhibit 10.09 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.09*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Ross G. Landsbaum (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.10*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Jeffrey L. Hagins (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.11*	Offer Letter between ReachLocal, Inc. and Zorik Gordon, dated May 14, 2004 (incorporated by reference to Exhibit 10.10 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.12*	Offer Letter between ReachLocal, Inc. and Michael Kline, dated May 14, 2004 (incorporated by reference to Exhibit 10.11 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)

Exhibit No.	Description of Document
10.13*	Offer of Employment by and between ReachLocal, Inc. and Ross G. Landsbaum, dated as of May 30, 2008 (incorporated by reference to Exhibit 10.12 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.14*	Offer of Employment by and between ReachLocal, Inc. and Nathan Hanks, dated as of May 6, 2009 (incorporated by reference to Exhibit 10.14 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.15*	Offer of Employment by and between ReachLocal, Inc. and Jeffrey L. Hagins, dated August 23, 2010 (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.16*	Amendment to Offer Letter between ReachLocal, Inc. and Zorik Gordon, dated February 22, 2010 (incorporated by reference to Exhibit 10.19 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.17*	Amendment to Offer Letter between ReachLocal, Inc. and Michael Kline, dated February 22, 2010 (incorporated by reference to Exhibit 10.20 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.18*	Amendment to Offer of Employment between ReachLocal, Inc. and Nathan Hanks, dated February 22, 2010 (incorporated by reference to Exhibit 10.21 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.19*	Form of Amended and Restated Restricted Stock Purchase Agreement (incorporated by reference to Exhibit 10.15 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.20*	Share Purchase Agreement, by and among ReachLocal, Inc. and the Persons listed on Annex A thereto, dated as of September 11, 2009 (incorporated by reference to Exhibit 10.16 of the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 24, 2010)
10.21*	ReachLocal, Inc. Incentive Bonus Plan, effective as of February 21, 2010 (incorporated by reference to Exhibit 10.17 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.22*	ReachLocal, Inc. Director Stock Plan (incorporated by reference to Exhibit 10.18 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.23*	2009 Executive Bonus Plan, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.08 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.24*	ReachLocal, Inc. Change in Control and Severance Policy for Senior Management, effective as of February 21, 2010 (incorporated by reference to Exhibit 10.09 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.25*	ReachLocal, Inc. 2004 Stock Plan, adopted April 21, 2004, as amended as of April 8, 2005, July 31, 2006 and September 17, 2007 (incorporated by reference to Exhibit 10.04 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.26*	Amended and Restated ReachLocal, Inc. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34749) filed with the SEC on March 28, 2011)
10.27*	Form of Restricted Stock Unit Award Agreement
10.28*	Form of Stock Option Agreement
10.29*	Form of Restricted Stock Award Agreement
10.30*	Form of Stock Option Agreement (Regulation D Early Exercise) (incorporated by reference to Exhibit 10.06 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.31*	Form of Stock Option Agreement (Rule 701) (incorporated by reference to Exhibit 10.07 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.32*	Form of Non-Employee Director Stock Option Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (File No. 001-34749) filed with the SEC on August 4, 2011)

Exhibit No.	Description of Document
10.33	Lease Agreement, dated as of June 2, 2006, between ReachLocal, Inc. and CB Parkway Business Center, Ltd., as amended (incorporated by reference to Exhibit 10.02 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.34	Office Lease, dated as of August 30, 2006, by and between ReachLocal, Inc. and Douglas Emmett 2000, LLC, as amended (incorporated by reference to Exhibit 10.03 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.35	Second Amendment to Office Lease, dated as of September 1, 2010, between Douglas Emmett 2000, LLC, as Landlord and ReachLocal, Inc., as Tenant (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-34749) filed with the Securities and Exchange Commission on November 4, 2010)
10.36	Third Amendment to Office Lease, dated as of July 22, 2011, between Douglas Emmett 2000, LLC, as Landlord and ReachLocal, Inc., as Tenant (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File No. 001-34749) filed with the SEC on November 7, 2011)
10.37	Lease Agreement, dated as of February 2, 2010,  among ARI – International Business Park, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC, acting by and through Billingsley Property Services, Inc., as agent for Landlord, and ReachLocal, Inc., as amended
10.38	Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-34749) filed with the SEC on May 16, 2011)
10.39	Amendment to the Google Inc. AdWords Reseller Addendum, dated November 1, 2011, between ReachLocal, Inc. and Google Inc.
10.40	Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-34749) filed with the SEC on May 16, 2011)
21.01	List of subsidiaries of ReachLocal, Inc.
23.01	Consent of Independent Registered Public Accounting Firm, Grant Thornton LLP
24.01	Power of Attorney (included on signature page to this Annual Report on Form 10-K)
31.01	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Indicates management contract or compensatory plan, contract or arrangement.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of March 15, 2012.

REACHLOCAL, INC.
By:	/s/ Zorik Gordon
Name:	Zorik Gordon
Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Zorik Gordon and Ross G. Landsbaum, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, solely for the purposes of filing any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof solely for the purposes stated therein.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as of March 15, 2012.

Signature	Title	Date
/s/ Zorik Gordon	Chief Executive Officer, Director	March 15, 2012
Zorik Gordon	(Principal Executive Officer)
/s/ Ross G. Landsbaum	Chief Financial Officer	March 15, 2012
Ross G. Landsbaum	(Principal Financial Officer)
/s/ David Day	Senior Vice President, Corporate Controller and Chief	March 15, 2012
David Day	Accounting Officer (Principal Accounting Officer)
/s/ David Carlick	Director	March 15, 2012
David Carlick
/s/ Robert Dykes	Director	March 15, 2012
Robert Dykes
/s/ James Geiger	Director	March 15, 2012
James Geiger
/s/ Habib Kairouz	Director	March 15, 2012
Habib Kairouz
/s/ Alan Salzman	Director	March 15, 2012
Alan Salzman

EXHIBIT INDEX

Exhibit No.	Description of Document
3.01	Amended and Restated Certificate of Incorporation of ReachLocal, Inc., dated May 19, 2010 (incorporated by reference to Exhibit 3.01 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34749) filed with the SEC on March 28, 2011)
3.02	Amended and Restated Bylaws of ReachLocal, Inc. (incorporated by reference to Exhibit 3.02 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34749) filed with the SEC on March 28, 2011)
4.01	Form of ReachLocal, Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.01 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
4.02	Second Amended and Restated Investors’ Rights Agreement, by and among ReachLocal, Inc., the Investors listed on Exhibit A, Exhibit B, Exhibit C and Exhibit D thereto, and the Founders listed on Exhibit E thereto, dated as of September 17, 2007 and as amended as of July 1, 2008, May 14, 2009, and May 18, 2009 (incorporated by reference to Exhibit 4.02 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
4.03	Stockholders Agreement, by and between ReachLocal, Inc. and NetUs Pty Limited ACN 117 674 030, dated as of September 11, 2009 (incorporated by reference to Exhibit 4.03 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.01*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Zorik Gordon (incorporated by reference to Exhibit 10.01 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.02*	Indemnification Agreement entered into by and between ReachLocal, Inc. and David Carlick (incorporated by reference to Exhibit 10.02 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.03*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Robert Dykes (incorporated by reference to Exhibit 10.03 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.04*	Indemnification Agreement entered into by and between ReachLocal, Inc. and James Geiger (incorporated by reference to Exhibit 10.04 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.05*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Habib Kairouz (incorporated by reference to Exhibit 10.05 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.06*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Alan Salzman (incorporated by reference to Exhibit 10.06 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.07*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Nathan Hanks (incorporated by reference to Exhibit 10.08 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.08*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Michael Kline (incorporated by reference to Exhibit 10.09 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.09*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Ross G. Landsbaum (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.10*	Indemnification Agreement entered into by and between ReachLocal, Inc. and Jeffrey L. Hagins (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.11*	Offer Letter between ReachLocal, Inc. and Zorik Gordon, dated May 14, 2004 (incorporated by reference to Exhibit 10.10 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.12*	Offer Letter between ReachLocal, Inc. and Michael Kline, dated May 14, 2004 (incorporated by reference to Exhibit 10.11 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)

Exhibit No.	Description of Document
10.13*	Offer of Employment by and between ReachLocal, Inc. and Ross G. Landsbaum, dated as of May 30, 2008 (incorporated by reference to Exhibit 10.12 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.14*	Offer of Employment by and between ReachLocal, Inc. and Nathan Hanks, dated as of May 6, 2009 (incorporated by reference to Exhibit 10.14 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.15*	Offer of Employment by and between ReachLocal, Inc. and Jeffrey L. Hagins, dated August 23, 2010 (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 ((File No. 001-34749) filed with the SEC on March 28, 2011)
10.16*	Amendment to Offer Letter between ReachLocal, Inc. and Zorik Gordon, dated February 22, 2010 (incorporated by reference to Exhibit 10.19 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.17*	Amendment to Offer Letter between ReachLocal, Inc. and Michael Kline, dated February 22, 2010 (incorporated by reference to Exhibit 10.20 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.18*	Amendment to Offer of Employment between ReachLocal, Inc. and Nathan Hanks, dated February 22, 2010 (incorporated by reference to Exhibit 10.21 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.19*	Form of Amended and Restated Restricted Stock Purchase Agreement (incorporated by reference to Exhibit 10.15 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.20*	Share Purchase Agreement, by and among ReachLocal, Inc. and the Persons listed on Annex A thereto, dated as of September 11, 2009 (incorporated by reference to Exhibit 10.16 of the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 24, 2010)
10.21*	ReachLocal, Inc. Incentive Bonus Plan, effective as of February 21, 2010 (incorporated by reference to Exhibit 10.17 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.22*	ReachLocal, Inc. Director Stock Plan (incorporated by reference to Exhibit 10.18 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.23*	2009 Executive Bonus Plan, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.08 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.24*	ReachLocal, Inc. Change in Control and Severance Policy for Senior Management, effective as of February 21, 2010 (incorporated by reference to Exhibit 10.09 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.25*	ReachLocal, Inc. 2004 Stock Plan, adopted April 21, 2004, as amended as of April 8, 2005, July 31, 2006 and September 17, 2007 (incorporated by reference to Exhibit 10.04 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.26*	Amended and Restated ReachLocal, Inc. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34749) filed with the SEC on March 28, 2011)
10.27*	Form of Restricted Stock Unit Award Agreement
10.28*	Form of Stock Option Agreement
10.29*	Form of Restricted Stock Award Agreement
10.30*	Form of Stock Option Agreement (Regulation D Early Exercise) (incorporated by reference to Exhibit 10.06 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.31*	Form of Stock Option Agreement (Rule 701) (incorporated by reference to Exhibit 10.07 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.32*	Form of Non-Employee Director Stock Option Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (File No. 001-34749) filed with the SEC on August 4, 2011)

Exhibit No.	Description of Document
10.33	Lease Agreement, dated as of June 2, 2006, between ReachLocal, Inc. and CB Parkway Business Center, Ltd., as amended (incorporated by reference to Exhibit 10.02 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on February 2, 2010)
10.34	Office Lease, dated as of August 30, 2006, by and between ReachLocal, Inc. and Douglas Emmett 2000, LLC, as amended (incorporated by reference to Exhibit 10.03 of the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-163905) filed with the SEC on April 27, 2010)
10.35	Second Amendment to Office Lease, dated as of September 1, 2010, between Douglas Emmett 2000, LLC, as Landlord and ReachLocal, Inc., as Tenant (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-34749) filed with the Securities and Exchange Commission on November 4, 2010)
10.36	Third Amendment to Office Lease, dated as of July 22, 2011, between Douglas Emmett 2000, LLC, as Landlord and ReachLocal, Inc., as Tenant (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File No. 001-34749) filed with the SEC on November 7, 2011)
10.37	Lease Agreement, dated as of February 2, 2010,  among ARI – International Business Park, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC, acting by and through Billingsley Property Services, Inc., as agent for Landlord, and ReachLocal, Inc., as amended
10.38	Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-34749) filed with the SEC on May 16, 2011)
10.39	Amendment to the Google Inc. AdWords Reseller Addendum, dated November 1, 2011, between ReachLocal, Inc. and Google Inc.
10.40	Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-34749) filed with the SEC on May 16, 2011)
21.01	List of subsidiaries of ReachLocal, Inc.
23.01	Consent of Independent Registered Public Accounting Firm, Grant Thornton LLP
24.01	Power of Attorney (included on signature page to this Annual Report on Form 10-K)
31.01	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Indicates management contract or compensatory plan, contract or arrangement.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

EX-10.27

Exhibit 10.27

REACHLOCAL, INC.

AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

ReachLocal, Inc., a Delaware corporation, (the “Company”), pursuant to its Amended and Restated 2008 Stock Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Holder”), an award of restricted stock units (“Restricted Stock Units”or“RSUs”).  Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one share of Common Stock.  This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

Holder:	__________________________
Grant Date:	__________________________
Total Number of RSUs:	_____________
Vesting Commencement Date:	_____________
Vesting Schedule:	____________________________________________________ ____________________________________________________ ____________________________________________________ ____________________________________________________
Termination:	Subject to Section 2.3(b) of the Agreement, if Holder ceases to be an Employee, Consultant or Director prior to the applicable vesting date, all RSUs that have not become vested on or prior to the date of such termination of services will thereupon be automatically forfeited by Holder without payment of any consideration therefor.

By his or her signature and the Company’s signature below, Holder agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice.  Holder has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan.  Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

REACHLOCAL, INC.:Holder:	HOLDER:
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

REACHLOCAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

ARTICLE 1.

GENERAL

1.1              Defined Terms.  Wherever the following terms are used in this Restricted Stock Unit Award Agreement (this “Agreement”), they shall have the meanings specified below, unless the context clearly indicates otherwise.  Capitalized terms not specifically defined herein shall have the meanings specified in the ReachLocal, Inc. Amended and Restated 2008 Stock Incentive Plan, as amended from time to time (the “Plan”), and the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Agreement is attached.

(a)           “Cause” shall be deemed to exist if the Holder is terminated by the Company or a Subsidiary for any of the following reasons: (i) the Holder’s willful failure to substantially perform the Holder’s duties and responsibilities to the Company or its Subsidiaries, (ii) the Holder’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused material injury to the Company or its Subsidiaries, (iii) unauthorized use or disclosure by the Holder of any proprietary information or trade secrets of the Company, a Subsidiary or any other party to which the Holder owes an obligation of nondisclosure as a result of the Holder’s relationship with the Company or its Subsidiaries, (iv) the Holder’s willful material breach of any of the Holder’s obligations under any written agreement or covenant with the Company or a Subsidiary, or (v) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, to the material detriment of the Company or any of its Subsidiaries.

(b)           “Good Reason” shall mean Holder’s resignation from employment with the Company within ninety (90) days after the occurrence of one of the following events without Holder’s express written consent, provided, however, that Holder must provide written notice to the Company within sixty (60) days after the initial occurrence of the event allegedly constituting Good Reason, and the Company shall have thirty (30) days after such notice is given to cure:  (i) a material diminution in Holder’s title, authority or responsibility with the Company and its Subsidiaries; provided, that neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control shall constitute a material diminution in authority or responsibility; (ii) a material reduction in Holder’s then-current annual base salary; provided, however, that in no event shall a reduction of less than fifteen percent (15%) be deemed material; provided, further, that an across-the-board reduction in salary level of all other employees in positions similar to that of Holder by the same percentage amount as part of a general salary level reduction shall not constitute “Good Reason,” (iii) a material breach by the Company of any employment agreement with Holder or (iv) a material relocation of Holder’s principal place of business, it being understood that travel to Los Angeles, California and other ReachLocal offices may be required for extended periods of time, and such travel shall in no event constitute a relocation of Holder’s principal place of business, and provided that in no event will a relocation to a location within a forty (40)-mile radius of Holder’s current business location be deemed material.]

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(c)           “Termination of Consultancy” shall mean the time when the engagement of Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, by resignation, discharge, death, Disability or retirement, but excluding:  (a) terminations where there is a simultaneous employment or continuing employment of Holder by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between Holder and the Company or any Subsidiary.  The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy.  Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in writing.

(d)           “Termination of Directorship” shall mean the time when Holder, if he or she is or becomes a Non-Employee Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement.  The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to a Non-Employee Director.

(e)           “Termination of Employment” shall mean the time when the employee-employer relationship between Holder and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or retirement; but excluding:  (a) terminations where there is a simultaneous reemployment or continuing employment of Holder by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between Holder and the Company or any Subsidiary.  The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment.

(f)           “Termination of Service” shall mean Holder’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

1.2              Incorporation of Terms of Plan.  The RSUs are subject to the terms and conditions of the Plan which are incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE 2.

GRANT OF RESTRICTED STOCK UNITS

2.1              Grant of RSUs.  Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective as of the Grant Date set forth in the Grant Notice, ReachLocal, Inc., a Delaware corporation (the “Company”), has granted to Holder an award of restricted stock units (“Restricted Stock Units”or“RSUs”) under the Plan in consideration of Holder’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration.

2.2              Unsecured Obligation to RSUs.  Unless and until the RSUs have vested in the manner set forth in Article 2 hereof, Holder will have no right to receive Common Stock under any such RSUs.  Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

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2.3              Vesting Schedule.

(a)           Subject to Sections 2.3(b) and 2.5 hereof, the RSUs shall vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth on the Grant Notice, subject to Holder’s continued status as an Employee, Consultant or Non-Employee Director through the applicable vesting dates, as a condition to the vesting of the applicable installment of the RSUs and the rights and benefits under this Agreement.

(b)           [Notwithstanding Section 2.3(a) hereof and subject to Section 2.5 hereof, in the event that a Change in Control occurs and, within the [__] month period immediately following such Change in Control, Holder incurs a Termination of Service by the Company without Cause, the RSUs shall thereupon vest with respect to that number of RSUs that would have vested during the [__] month period immediately following the date of such termination had the Holder remained employed by the Company or a Subsidiary until the last day of such [__] month period.] / [Notwithstanding Section 2.3(a) hereof and subject to Section 2.5 hereof, the RSUs may be subject to accelerated vesting under certain circumstances to the extent set forth in the ReachLocal, Inc. Amended and Restated Change in Control and Severance Policy for Senior Management and/or the Holder’s employment letter, dated as of [________], between the Company and Holder, in each case, subject to the terms and conditions thereof and as may be amended from time to time.]

2.4              Consideration to the Company.  In consideration of the grant of the award of RSUs by the Company, Holder agrees to render faithful and efficient services to the Company or any Subsidiary.  Nothing in the Plan or this Agreement shall confer upon Holder any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Holder.

2.5              Forfeiture, Termination and Cancellation upon Termination of Service.  Notwithstanding any contrary provision of this Agreement, upon Holder’s Termination of Service for any or no reason, all Restricted Stock Units which have not vested prior to or in connection with such Termination of Service will thereupon automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and Holder, or Holder’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder.  Subject to Section 2.3(b), no portion of the RSUs which has not become vested as of the date on which the Holder incurs a Termination of Service shall thereafter become vested.

2.6              Issue of Common Stock upon Vesting.

(a)           As soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but in no event later than thirty (30) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short term deferral” exemption from Section 409A of the Code), the Company shall deliver to Holder (or any transferee permitted under Section 3.2 hereof) a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs subject to this award that vest on the applicable vesting date, unless such RSUs terminate prior to the given vesting date pursuant to Section 2.5 hereof.  Notwithstanding the foregoing, in the event shares of Common Stock cannot be issued pursuant to Section 11.4 of the Plan, the shares of Common Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that shares of Common Stock can again be issued in accordance with such Section.

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(b)           As set forth in Section 11.2 of the Plan, the Company shall have the authority and the right to deduct or withhold, or to require the Holder to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable event arising in connection with the Restricted Stock Units.  In satisfaction of the foregoing requirement, unless otherwise determined by the Company, the Company or any Subsidiary shall withhold shares of Common Stock otherwise issuable under this award of RSUs having a fair market value equal to the sums required to be withheld by federal, state and/or local tax law.  The number of shares of Common Stock which shall be so withheld in order to satisfy such federal, state and/or local withholding tax liabilities shall be limited to the number of shares which have a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income.  The Company shall not be obligated to deliver any new certificate representing shares of Common Stock to Holder or Holder’s legal representative or enter such share of Common Stock in book entry form unless and until Holder or Holder’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Holder resulting from the grant or vesting of the Restricted Stock Units or the issuance of shares of Common Stock.

2.7              Conditions to Delivery of Common Stock.  The shares of Common Stock deliverable hereunder may be either previously authorized but unissued shares of Common Stock, treasury shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company.  Such shares of Common Stock shall be fully paid.  The Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock deliverable hereunder prior to fulfillment of the conditions set forth in Section 11.4 of the Plan.

2.8              Rights as Stockholder.  The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any shares of Common Stock underlying the RSUs and deliverable hereunder unless and until such shares of Common Stock shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Common Stock are issued, except as provided in Section 13.2 of the Plan.

ARTICLE 3.

OTHER PROVISIONS

3.1              Administration.  The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Holder, the Company and all other interested persons.  No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.

3.2              Grant is Not Transferable.  During the lifetime of Holder, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution.  Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

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3.3              Tax Consultation.  Holder understands that Holder may suffer adverse tax consequences in connection with the RSUs granted pursuant to this Agreement (and the shares issuable with respect thereto).  Holder represents that Holder has consulted with any tax consultants Holder deems advisable in connection with the RSUs and the issuance of shares with respect thereto and that Holder is not relying on the Company for any tax advice.

3.4              Adjustments. Holder acknowledges that the RSUs are subject to modification and termination in certain events as provided in this Agreement and Article 13 of the Plan.

3.5              Binding Agreement.  Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.6              Notices.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Holder shall be addressed to Holder at Holder’s last address reflected on the Company’s records.  By a notice given pursuant to this Section 3.6, either party may hereafter designate a different address for notices to be given to that party.  Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

3.7              Holder’s Representations.  If the shares of Common Stock issuable hereunder have not been registered under the Securities Act or any applicable state or foreign laws on an effective registration statement at the time of such issuance, Holder shall, if required by the Company, concurrently with such issuance, make such written representations as are deemed necessary or appropriate by the Company and/or its counsel.

3.8              Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.9              Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.10            Conformity to Securities Laws.  Holder acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.11            Amendments, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of Holder.

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3.12            Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.

3.13            Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this Agreement, if Holder is subject to Section 16 of the Exchange Act, the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.14            Entire Agreement.  The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Holder with respect to the subject matter hereof.

3.15            Section 409A.  Neither the RSUs nor this Agreement is intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, notwithstanding anything to the contrary, the shares of Common Stock issuable hereunder shall be distributed no later than the later of: (i) the fifteenth (15th) day of the third (3rd) month following Holder’s first taxable year in which the RSUs are no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third (3rd) month following the first taxable year of the Company in which the RSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder.  Nevertheless, to the extent that the Administrator determines that any RSUs may not be exempt from (or compliant with) Section 409A of the Code, the Administrator may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or (b) comply with the requirements of Section 409A of the Code.  To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code.

3.16            Limitation on Holder’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  Holder shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to RSUs, as and when payable hereunder.

3.17            Not a Contract of Service Relationship.  Nothing in this Agreement or in the Plan shall confer upon Holder any right to serve or continue to serve as an Employee, Consultant or Director.

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EX-10.28

Exhibit 10.28

REACHLOCAL, INC.

AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN

STOCK OPTION GRANT NOTICE AND

STOCK OPTION AGREEMENT

ReachLocal, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2008 Stock Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Common Stock”), set forth below (the “Option”).  This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Optionee:
Grant Date:
Vesting Commencement Date:
Exercise Price per Share:	$
Total Exercise Price:	$
Total Number of Shares Subject to the Option:	shares
Expiration Date:

Type of Option:                                 ¨   Incentive Stock Option      ¨   Non-Qualified Stock Option

Vesting Schedule:

By his or her signature, the Optionee agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice.  The Optionee has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan.  The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or relating to the Option.

REACHLOCAL, INC.	OPTIONEE
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, ReachLocal, Inc., a Delaware corporation (the “Company”), has granted to the Optionee an option under the Company’s Amended and Restated 2008 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

1.1           Defined Terms.  Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise.  Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a)           “Cause” shall be deemed to exist if the Optionee is terminated by the Company or any Subsidiary for any of the following reasons:  (i) the Optionee’s willful failure to substantially perform the Optionee’s duties and responsibilities to the Company or any Subsidiary, (ii) the Optionee’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused material injury to the Company or any Subsidiary, (iii) unauthorized use or disclosure by the Optionee of any proprietary information or trade secrets of the Company, any Subsidiary or any other party to which the Optionee owes an obligation of nondisclosure as a result of the Optionee’s relationship with the Company or any Subsidiary, (iv) the Optionee’s willful material breach of any of the Optionee’s obligations under any written agreement or covenant with the Company or any Subsidiary, or (v) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, to the material detriment of the Company or any Subsidiary.

(b)           [“Good Reason” shall mean the Optionee’s resignation from employment within ninety (90) days after the occurrence of one of the following events without the Optionee’s express written consent, provided, however, that the Optionee must provide written notice to the Company within sixty (60) days after the initial occurrence of the event allegedly constituting Good Reason, and the Company shall have thirty (30) days after such notice is given to cure:  (i) a material diminution in the Optionee’s title, authority or responsibility with the Company and its Subsidiaries; provided, that neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control shall constitute a material diminution in authority or responsibility; (ii) a material reduction in the Optionee’s then-current annual base salary; provided, however, that in no event shall a reduction of less than 15% be deemed material; provided, further, that an across-the-board reduction in salary level of all other employees in positions similar to that of the Optionee by the same percentage amount as part of a general salary level reduction shall not constitute “Good Reason,” (iii) a material breach by the Company of any employment agreement with the Optionee or (iv) a material relocation of the Optionee’s principal place of business, it being understood that travel to Los Angeles, California and other ReachLocal offices may be required for extended periods of time, and such travel shall in no event constitute a relocation of the Optionee’s principal place of business, and provided that in no event will a relocation to a location within a 40-mile radius of the Optionee’s current business location be deemed material.]

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(c)           “Termination of Consultancy” shall mean the time when the engagement of the Optionee as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding:  (a) terminations where there is a simultaneous employment or continuing employment of the Optionee by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Optionee and the Company or any Subsidiary.  The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy.  Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in writing.

(d)           “Termination of Directorship” shall mean the time when the Optionee, if he or she is or becomes a Non-Employee Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement.  The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Non-Employee Directors.

(e)           “Termination of Employment” shall mean the time when the employee-employer relationship between the Optionee and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding:  (a) terminations where there is a simultaneous reemployment or continuing employment of the Optionee by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Optionee and the Company or any Subsidiary.  The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, if this Option is an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.

(f)           “Termination of Service” shall mean the Optionee’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

1.2           Incorporation of Terms of Plan.  The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

2.1           Grant of Option.  In consideration of the Optionee’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Optionee the Option to purchase any part or all of an aggregate of the number of shares of Common Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.  Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

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2.2           Exercise Price.  The exercise price of the shares of Common Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the shares of Common Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date.  Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Optionee is a Greater Than 10% Stockholder as of the Grant Date, the price per share of the shares of Common Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Common Stock on the Grant Date.

2.3           Consideration to the Company.  In consideration of the grant of the Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or any Subsidiary.  Nothing in the Plan or this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Optionee at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Optionee.

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1           Commencement of Exercisability.

(a)           Subject to Sections 3.2, 3.3, 5.10 and 5.14, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)           [In addition, in the event that a Change in Control occurs and, within the [__] month period immediately following such Change in Control, the Optionee incurs a Termination of Service by the Company without Cause or by the Optionee for Good Reason, the Option shall thereupon vest and become exercisable with respect to that portion of the Option that would otherwise have vested and become exercisable during the [__] month period immediately following the date of the Optionee’s Termination of Service had the Optionee remained employed by the Company during such period.] / [In addition, the Option may be subject to accelerated vesting under certain circumstances to the extent set forth in the ReachLocal, Inc. Amended and Restated Change in Control and Severance Policy for Senior Management and/or the Optionee’s employment letter, dated as of [________], between the Company and the Optionee, in each case, subject to the terms and conditions thereof and as may be amended from time to time.]

(c)           No portion of the Option which has not become vested and exercisable at the date of the Optionee’s Termination of Employment, Termination of Directorship or Termination of Consultancy shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Optionee.

3.2           Duration of Exercisability.  The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative.  Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

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3.3           Expiration of Option.  The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)           The expiration of seven years from the Grant Date;

(b)           If this Option is designated as an Incentive Stock Option and the Optionee is a Greater Than 10% Stockholder as of the Grant Date, the expiration of five years from the Grant Date;

(c)           The expiration of three months from the date of the Optionee’s Termination of Service, unless such termination occurs by reason of the Optionee’s death or Disability or by the Company for Cause;

(d)           The expiration of one year from the date of the Optionee’s Termination of Service by reason of the Optionee’s death or Disability; or

(e)           The date of the Optionee’s Termination of Service by the Company for Cause.

The Optionee acknowledges that an Incentive Stock Option exercised more that three months after the Optionee’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

3.4           Special Tax Consequences.  The Optionee acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Common Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Optionee in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code.  The Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

ARTICLE IV.

EXERCISE OF OPTION

4.1           Person Eligible to Exercise.  Except as provided in Sections 5.2(b) and 5.2(c), during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof.  After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased the Optionee’s will or under the then applicable laws of descent and distribution.

4.2           Partial Exercise.  Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.

4.3           Manner of Exercise.  The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:

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(a)           An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b)           The receipt by the Company of full payment for the shares of Common Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4;

(c)           Any other written representations or documents as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law rule, or regulation; and

(d)           In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4           Method of Payment.  Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a)           Cash;

(b)           Check;

(c)           With the consent of the Administrator, delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;

(d)           With the consent of the Administrator, surrender of other shares of Common Stock which have been owned by the Optionee for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Common Stock with respect to which the Option or portion thereof is being exercised;

(e)           With the consent of the Administrator, surrendered shares of Common Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares of Common Stock with respect to which the Option or portion thereof is being exercised; or

(f)           With the consent of the Administrator, such other form of legal consideration as may be acceptable to the Administrator.

4.5           Conditions to Issuance of Stock Certificates.  The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company.  Such shares of Common Stock shall be fully paid and nonassessable.  The Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of the conditions set forth in Section 11.4 of the Plan.

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4.6           Rights as Stockholder.  The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Common Stock purchasable upon the exercise of any part of the Option unless and until such shares of Common Stock shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Common Stock are issued, except as provided in Section 13.2 of the Plan.

ARTICLE V.

OTHER PROVISIONS

5.1           Administration.  The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Optionee, the Company and all other interested persons.  No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.2           Transferability of Option.

(a)           Except as otherwise set forth in the Plan or as provided in Sections 5.2(b) and 5.2(c) below:

(i)           The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the Option has been exercised, or the shares underlying the Option have been issued, and all restrictions applicable to such shares have lapsed;

(ii)           The Option shall not be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and

(iii)           During the lifetime of the Optionee, only the Optionee may exercise the Option (or any portion thereof), unless it has been disposed of pursuant to a DRO; after the death of the Optionee, any exercisable portion of the Option may, prior to the time when such portion becomes unexercisable under the Plan or this Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.

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(b)           The Optionee may transfer the Option to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Optionee is considered the sole beneficial owner of the Option while it is held in the trust.

(c)           Notwithstanding any other provision in this Agreement, the Optionee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Optionee and to receive any distribution with respect to the Option upon the Optionee’s death.  A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and this Agreement, except to the extent the Plan and this Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator.  If the Optionee is married and resides in a community property state, a designation of a person other than the Optionee’s spouse as his or her beneficiary with respect to more than 50% of the Optionee’s interest in the Option shall not be effective without the prior written consent of the Optionee’s spouse.  If no beneficiary has been designated or survives the Optionee, payment shall be made to the person entitled thereto pursuant to the Optionee’s will or the laws of descent and distribution.  Subject to the foregoing, a beneficiary designation may be changed or revoked by the Optionee at any time provided the change or revocation is filed with the Administrator prior to the Optionee’s death.

5.3           Lock-Up Period.  The Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act or any applicable state laws, the Optionee shall not sell or otherwise transfer any shares of Common Stock or other securities of the Company during the 180-day period (or such longer period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) following the effective date of a registration statement of the Company filed under the Securities Act in connection with the Company’s initial public offering of Common Stock (the “Market Standoff Period”).  The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period and these restrictions shall be binding on any transferee of such shares of Common Stock.  Notwithstanding the foregoing, the 180-day period may be extended for up to such number of additional days as is deemed necessary by the Company or the Managing Underwriter to continue coverage by research analysts in accordance with NASD Rule 2711 or any successor rule.

5.4           Tax Consultation.  Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the shares of Common Stock subject to the Option.  Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of such shares and that Optionee is not relying on the Company for any tax advice.

5.5           Adjustments.  The Optionee acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Article 13 of the Plan.

5.6           Notices.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to the Optionee shall be addressed to the Optionee at the address given beneath the Optionee’s signature on the Grant Notice.  By a notice given pursuant to this Section 5.6, either party may hereafter designate a different address for notices to be given to that party.  Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.6.  Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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5.7           Optionee’s Representations.  If the shares of Common Stock purchasable pursuant to the exercise of this Option have not been registered under the Securities Act or any applicable state laws on an effective registration statement at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, make such written representations as are deemed necessary or appropriate by the Company and/or its counsel.

5.8           Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.9           Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.10         Conformity to Securities Laws.  The Optionee acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.11         Amendments, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of the Optionee.

5.12         Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth in Article 5, this Agreement shall be binding upon the Optionee and his or her heirs, executors, administrators, successors and assigns.

5.13         Notification of Disposition.  If this Option is designated as an Incentive Stock Option, the Optionee shall give prompt notice to the Company of any disposition or other transfer of any shares of Common Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Common Stock or (b) within one year after the transfer of such shares of Common Stock to him.  Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Optionee in such disposition or other transfer.

5.14         Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this Agreement, if the Optionee is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule

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5.15         Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

5.16         Entire Agreement.  The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof.

5.17         Section 409A.  Notwithstanding any other provision of thePlan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”).   The Administrator may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to comply with the requirements of Section 409A.

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EX-10.29

 Exhibit 10.29

REACHLOCAL, INC.

AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT

ReachLocal, Inc., a Delaware corporation, (the “Company”), pursuant to its Amended and Restated 2008 Stock Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Holder”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the number of shares of the Company’s Common Stock set forth below.  This Restricted Stock award (the “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) (including without limitation the Restrictions on the shares of Common Stock set forth in the Agreement) and the Plan, each of which is incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”) and the Agreement.

Holder:	_________________________________________
Grant Date:	_________________________________________
Vesting Commencement Date:	_________________________________________
Total Number of Shares of Restricted Stock:	______________________ Shares
Vesting Schedule:	______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________
Termination:	If Holder ceases to be an Employee, Consultant or Director prior to the applicable vesting date, all shares of Common Stock underlying this Award that have not become vested on or prior to the date of such termination of services will thereupon be automatically forfeited by Holder without payment of any consideration therefor.

By his or her signature and the Company’s signature below, Holder agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice.  Holder has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan.  Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice and/or the Agreement.  If Holder is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.

REACHLOCAL, INC.:Holder:	HOLDER:
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

EXHIBIT A

TO RESTRICTED STOCK AWARD GRANT NOTICE

REACHLOCAL, INC. RESTRICTED STOCK AWARD AGREEMENT

ARTICLE I.

GENERAL

1.1           Defined Terms.  Wherever the following terms are used in this Restricted Stock Award Agreement (the “Agreement”), they shall have the meanings specified below, unless the context clearly indicates otherwise.  Capitalized terms not specifically defined herein shall have the meanings specified in the ReachLocal, Inc. Amended and Restated 2008 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this Agreement is attached.

(a)           “Cause” shall be deemed to exist if Holder is terminated by the Company or a Subsidiary for any of the following reasons: (i) Holder’s willful failure to substantially perform Holder’s duties and responsibilities to the Company or its Subsidiaries, (ii) Holder’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused material injury to the Company or its Subsidiaries, (iii) unauthorized use or disclosure by Holder of any proprietary information or trade secrets of the Company, a Subsidiary or any other party to which Holder owes an obligation of nondisclosure as a result of Holder’s relationship with the Company or its Subsidiaries, (iv) Holder’s willful material breach of any of Holder’s obligations under any written agreement or covenant with the Company or a Subsidiary, or (v) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, to the material detriment of the Company or any of its Subsidiaries.

(b)           [“Good Reason” shall mean Holder’s resignation from employment with the Company within ninety (90) days after the occurrence of one of the following events without Holder’s express written consent, provided, however, that Holder must provide written notice to the Company within sixty (60) days after the initial occurrence of the event allegedly constituting Good Reason, and the Company shall have thirty (30) days after such notice is given to cure:  (i) a material diminution in Holder’s title, authority or responsibility with the Company and its Subsidiaries; provided, that neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control shall constitute a material diminution in authority or responsibility; (ii) a material reduction in Holder’s then-current annual base salary; provided, however, that in no event shall a reduction of less than fifteen percent (15%) be deemed material; provided, further, that an across-the-board reduction in salary level of all other employees in positions similar to that of Holder by the same percentage amount as part of a general salary level reduction shall not constitute “Good Reason,” (iii) a material breach by the Company of any employment agreement with Holder or (iv) a material relocation of Holder’s principal place of business, it being understood that travel to Los Angeles, California and other ReachLocal offices may be required for extended periods of time, and such travel shall in no event constitute a relocation of Holder’s principal place of business, and provided that in no event will a relocation to a location within a forty (40)-mile radius of Holder’s current business location be deemed material.]

(c)           “Termination of Consultancy” shall mean the time when the engagement of Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding:  (a) terminations where there is a simultaneous employment or continuing employment of Holder by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between Holder and the Company or any Subsidiary.  The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy.  Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

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(d)           “Termination of Directorship” shall mean the time when Holder, if he or she is or becomes a Non-Employee Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement.  The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Non-Employee Directors.

(e)           “Termination of Employment” shall mean the time when the employee-employer relationship between Holder and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding:  (a) terminations where there is a simultaneous reemployment or continuing employment of Holder by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between Holder and the Company or any Subsidiary.  The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment.

1.2           “Termination of Service” shall mean Holder’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

1.3           Incorporation of Terms of Plan.  The Award is subject to the terms and conditions of the Plan, which are incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

AWARD OF RESTRICTED STOCK

2.1           Award of Restricted Stock.

(a)           Award.  Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective as of the Grant Date set forth in the Grant Notice, ReachLocal, Inc., a Delaware corporation (the “Company”), has granted to Holder an award of Restricted Stock (the “Award”) under the Plan in consideration of Holder’s past and/or continued employment with or service to the Company or a Subsidiary, and for other good and valuable consideration.  The number of shares of Common Stock subject to the Award is set forth in the Grant Notice.  Holder is an Employee, Director or Consultant of the Company or any Subsidiary.

(b)           Book Entry Form; Certificates.  At the sole discretion of the Administrator, the shares of Common Stock will be issued in either (i) uncertificated form, with the shares of Common Stock recorded in the name of Holder in the books and records of the Company’s transfer agent with appropriate notations regarding the restrictions on transfer imposed pursuant to this Agreement, and upon vesting and the satisfaction of all conditions set forth in Sections 2.2(d) and (e) hereof, the Company shall remove such notations on any such vested shares of Common Stock in accordance with Section 2.2(e) hereof; or (ii) certificated form pursuant to the terms of Sections 2.1(c), (d) and (e) hereof.

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(c)           Legend.  Certificates representing shares of Common Stock issued pursuant to this Agreement shall, until all Restrictions (as defined below) imposed pursuant to this Agreement lapse or shall have been removed and the shares of Common Stock shall thereby have become vested or the shares of Common Stock represented thereby have been forfeited hereunder, bear the following legend (or such other legend as shall be determined by the Administrator):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT, BY AND BETWEEN REACHLOCAL, INC. AND THE REGISTERED OWNER OF SUCH SHARES OF COMMON STOCK, AND SUCH SHARES OF COMMON STOCK MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.”

(d)           Escrow.  The Secretary of the Company, or such other escrow holder as the Administrator may appoint, may retain physical custody of any certificates representing the shares of Common Stock until all of the Restrictions lapse or shall have been removed; in such event, Holder shall not retain physical custody of any certificates representing unvested shares of Common Stock issued to him or her.  Holder, by acceptance of the Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Holder’s attorney(s)-in-fact to effect any transfer of unvested forfeited shares of Common Stock (or shares of Common Stock otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer.

(e)           Removal of Notations; Delivery of Certificates Upon Vesting.  As soon as administratively practicable after the vesting of any shares of Common Stock subject to the Award pursuant to Section 2.2(b) hereof, the Company shall, as applicable, either remove the notations on any shares of Common Stock subject to the Award issued in book entry form which have vested or deliver to Holder a certificate or certificates evidencing the number of shares of Common Stock subject to the Award which have vested (or, in either case, such lesser number of shares of Common Stock as may be permitted pursuant to Section 11.2 of the Plan).  Holder (or the beneficiary or personal representative of Holder in the event of Holder’s death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances required by the Company.  The shares of Common Stock so delivered shall no longer be subject to the Restrictions hereunder.

2.2           Restrictions.

(a)           Forfeiture.

(i)           Any portion of the Award (and the shares of Common Stock subject thereto) which is not vested as of the date of Holder’s Termination of Service (after taking into consideration any accelerated vesting and lapsing of Restrictions which may occur in connection with such Termination of Service (if any)) shall thereupon be forfeited immediately and without any further action by the Company, and Holder’s rights in any such shares of Common Stock and such portion of the Award shall thereupon lapse and expire.  For purposes of this Agreement, in the event that Holder is both an Employee and a Director, Holder shall not be deemed to have incurred a Termination of Service unless and until his or her status as both an Employee and Director has terminated.

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(ii)           For purposes of this Agreement, “Restrictions” shall mean the restrictions on sale or other transfer set forth in Section 3.2 hereof and the exposure to forfeiture set forth in this Section 2.2(a) and the Grant Notice, if any.

(b)           Vesting and Lapse of Restrictions.  Subject to Sections 2.2(a) and 2.2(c) hereof, the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share, except in the case of the final vesting event).

(c)           Acceleration of Vesting.  Notwithstanding Section 2.2(b) hereof, the vesting of the Award and lapsing of Restrictions may be accelerated pursuant to Section 13.2 of the Plan, as provided therein.  [In addition, subject to Section 2.2(a) hereof, in the event that a Change in Control occurs and, within the [__] month period immediately following such Change in Control, Holder incurs a Termination of Service by the Company without Cause or by Holder for Good Reason, the Award shall thereupon vest with respect to that number of shares of Common Stock that would have vested during the [__] month period immediately following the date of Holder’s Termination of Service had Holder remained employed by the Company or a Subsidiary until the last day of such [__] month period.] / [In addition, subject to Section 2.2(a) hereof, the Award may be subject to accelerated vesting under certain circumstances to the extent set forth in the ReachLocal, Inc. Amended and Restated Change in Control and Severance Policy for Senior Management and/or Holder’s employment letter, dated as of [________], between the Company and Holder, in each case, subject to the terms and conditions thereof and as may be amended from time to time.]

(d)           Tax Withholding.  The Company or any Subsidiary shall be entitled to require a cash payment (or to elect, or permit Holder to elect, such other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of Holder and/or to deduct from other compensation payable to Holder any sums required by federal, state or local tax law to be withheld with respect to any taxable event arising in connection with this Award or the vesting thereof or lapse of the Restrictions hereunder.  In satisfaction of the foregoing requirement, unless otherwise determined by the Company, the Company or any Subsidiary shall withhold shares of Common Stock otherwise issuable under the Award having a fair market value equal to the sums required to be withheld by federal, state and/or local tax law.  The number of shares of Common Stock which shall be so withheld in order to satisfy such federal, state and/or local withholding tax liabilities shall be limited to the number of shares which have a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income.  Notwithstanding any other provision of this Agreement (including without limitation Section 2.1(b) hereof), the Company shall not be obligated to deliver any new certificate representing shares of Common Stock to Holder or Holder’s legal representative or to enter any such shares of Common Stock in book entry form unless and until Holder or Holder’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Holder resulting from the grant or vesting of the Award or the issuance of shares of Common Stock hereunder.

(e)           Conditions to Delivery of Common Stock.  The shares of Common Stock deliverable under this Award may be either previously authorized but unissued shares of Common Stock, treasury shares of Common Stock or shares of Common Stock purchased on the open market.  Such shares of Common Stock shall be fully paid and nonassessable.  The Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock under this Award prior to fulfillment of the conditions set forth in Section 11.4 of the Plan.

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Notwithstanding the foregoing, the issuance of such shares of Common Stock shall not be delayed to the extent that such delay would result in a violation of Section 409A of the Code.  In the event that the Company delays the issuance of such shares of Common Stock because it reasonably determines that the issuance of such shares of Common Stock will violate federal securities laws or other applicable law, such issuance shall be made at the earliest date at which the Company reasonably determines that issuing such shares of Common Stock will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii).

2.3           Consideration to the Company.  In consideration of the grant of the Award by the Company, Holder agrees to render faithful and efficient services to the Company and its Subsidiaries.

ARTICLE III.

OTHER PROVISIONS

3.1             Section 83(b) Election.  If Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which Holder would otherwise be taxable under Section 83(a) of the Code, Holder hereby agrees to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

3.2           Restricted Stock Not Transferable.  Until the Restrictions hereunder lapse or expire pursuant to this Agreement and the shares of Common Stock vest, the Restricted Stock (including any shares of Common Stock received by holders thereof with respect to Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to the restrictions on transferability set forth in Section 11.3 of the Plan; provided, however, that this Section 3.2 notwithstanding, with the consent of the Administrator, the shares of Common Stock may be transferred to one or more Permitted Transferees, subject to and in accordance with Section 11.3 of the Plan.

3.3           Rights as Stockholder; Dividend Rights.  Except as otherwise provided herein, upon the Grant Date, Holder shall have all the rights of a stockholder with respect to the shares of Common Stock, subject to the Restrictions herein, including the right to vote the shares of Common Stock and the right to receive any cash or stock dividends paid to or made with respect to the shares of Common Stock.  Any dividends or distributions made with respect to the Award, or any portion of the Award, as to which the Restrictions have not yet lapsed shall be subject to the same Restrictions as the Award, and shall be held by the Company, without interest thereon, and not distributed to Holder, until such time, and to the extent that, the Award, or such portion of the Award, vests and the Restrictions thereon lapse in accordance with the vesting provisions applicable to the Award or such portion thereof.

3.4           Not a Contract of Service.  Nothing in this Agreement or in the Plan shall confer upon Holder any right to continue to serve as an employee or other service provider of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Holder.

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3.5           Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.6           Conformity to Securities Laws.  Holder acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.7           Amendments, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Award in any material way without the prior written consent of Holder.

3.8           Notices.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Holder shall be addressed to Holder at the most recent address for Holder on the Company’s books and records.  By a notice given pursuant to this Section 3.8, either party may hereafter designate a different address for notices to be given to that party.  Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

3.9           Successors and Assigns.  The Company or any Subsidiary may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company and any Subsidiary.  Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.

3.10         Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this Agreement, if Holder is subject to Section 16 of the Exchange Act, the Plan, the Award and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.11         Entire Agreement.  The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and any Subsidiary and Holder with respect to the subject matter hereof.

3.12         Limitation on Holder’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  The Plan, in and of itself, has no assets.  Holder shall have only the rights of a general unsecured creditor of the Company and any Subsidiary with respect to amounts credited and benefits payable, if any, with respect to the shares of Common Stock issuable hereunder.

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EXHIBIT B

TO RESTRICTED STOCK AWARD GRANT NOTICE

CONSENT OF SPOUSE

I, ____________________, spouse of _______________, have read and approve the foregoing Restricted Stock Award Agreement (the “Agreement”).  In consideration of issuing to my spouse the shares of the common stock of ReachLocal, Inc. set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of ReachLocal, Inc. issued pursuant thereto under the community property laws or similar laws relating to marital prop­erty in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated: _______________, _____

Signature of Spouse

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EX-10.37

 Exhibit 10.37

LEASE AGREEMENT

BETWEEN

ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC,

ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC,

ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC,

ACTING BY AND THROUGH BILLINGSLEY PROPERTY SERVICES, INC.

AND

REACHLOCAL, INCORPORATED

TABLE OF CONTENTS

Basic Lease Information

Page

Lease Date	iii
Tenant	iii
Tenant’s Address	iii
Tenant’s Contact	iii
Landlord	iii
Landlord’s Address	iii
Landlord’s Contact	iii
Premises	iii
Term	iii
Basic Rental	iii
Security Deposit	iii
Rent	iii
Permitted Use	iii
Tenant’s Proportionate Share	iii
Construction Allowance	iv
Comparable Buildings	iv
Lease Agreement
Definitions and Basic Provisions	1
Lease Grant	1
Term	1
Rent	1
Security Deposit	2
Landlord’s Obligations	2
Improvements; Alterations; Repairs; Maintenance	4
Use	5
Assignment and Subletting	5
Insurance; Waivers; Subrogation; Indemnity	6
Subordination; Attornment; Notice to Landlord’s Mortgagee	7
Rules and Regulations	8
Condemnation	8
Fire or Other Casualty	8
Events of Default	9
Remedies	10
Payment; Non-Waiver	11
Landlord’s Lien	11
Surrender of Premises	11
Holding Over	12
Certain Rights Reserved by Landlord	12
Substitution Space	12
Miscellaneous	13

i

Exhibits
Exhibit A	Outline of the Premises
Exhibit A-1	Legal Description of the Land
Exhibit B	Building Rules and Regulations
Exhibit C	Operating Expenses
Exhibit D	Tenant Finish Work: Allowance
Exhibit D-1	Shell Construction
Exhibit E	Renewal Option
Exhibit F	Parking
Exhibit G	Janitorial Specifications
Exhibit H	Signage Criteria

ii

List of Defined Terms

Page

ADA	4
Affiliate	6
Annual Electrical Cost Statement	1
Annual Operating Statement	Exh. C
Basic Cost	Exh. C
Basic Lease Information	1
BOMA	iii
Building	iii
Building Systems	3
Casualty	8
Collateral	11
Commencement Date	iii, 1
Comparable Buildings	iv
Construction Hard Costs	Exh. D
Construction Allowance	iv, Exh. D
Controllable Expenses	Exh. C
Damage Notice	8
Electrical Costs	1
Event of Default	9
Excess	Exh. C
Expansion / Right of First Refusal	Exh. I
Expense Stop	Exh. C
Hard Construction Costs	Exh. D
Initial Liability Insurance Amount	6
Land	iii
Landlord	iii, 1
Landlord’s Mortgagee	7
Lease	iv, 1
Loss	7
Mortgage	7
Parking Area	Exh. F
Permitted Transfer	6
Premises	iii
Primary Lease	7
Project	iii
Rentable Square Feet	iii
Rentable Square Foot	iii
Security Deposit	iii, 2
Shell Construction	Exh. D
Substantial Completion	Exh. D, Exh. D-1

iii

Substantially Completed	Exh. D
Substitution Effective Date	13
Substitution Notice	12
Substitution Space	12
Taking	8
Taxes	2, Exh. C
Tenant	iii, 1
Total Construction Costs	Exh. D
Total Rentable Square Feet	iii
Total Rentable Square Foot	iii
Transfer	5
UCC	11
Variable Basic Cost	Exh. C
Work	Exh. D
Working Drawings	Exh. D

iv

BASIC LEASE INFORMATION

Lease Date:	February 2, 2010
Tenant:	REACHLOCAL, INCORPORATED, a Delaware corporation
Tenant’s Address:	6504 International Parkway Suite 1200 Plano, Texas  75093
Contact:	Nathan Hanks                                     Telephone: ________________
	With a copy to:
	ReachLocal, Incorporated 21700 Oxnard Street, Suite 1600 Woodland Hills, CA  91367 Attn:  Adam F. Wergeles, General Counsel
Landlord:	ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC, each a Delaware limited liability company, acting by and through Billingsley Property Services, Inc.
Landlord’s Address:	4100 International Parkway Suite 1100 Carrollton, Texas 75007
Contact:	Saurabh Mody                                     Telephone: (972) 820-2211
Premises:	Suite No. 1200 in the office building (the “Building”) located or to be located on the land described as International Business Park, Phase I, Collin County, Texas, and whose street address is 6504 International Parkway, Plano, Texas 75093, as particularly described in Exhibit A-1 (the “Land”).  The Building and Land together comprise the “Project”.  The Premises are outlined on the plan attached to the Lease as Exhibit A and shall contain approximately 7,294 square feet of rentable area (“Total Rentable Square Feet” or singularly “Total Rentable Square Foot”).  The Building contains approximately 106,334 of total square feet of rentable area (“Total Rentable Square Feet” or singularly “Total Rentable Square Foot”).

1

Term: Upon substantial completion of the Initial Improvements described in Exhibit D herein (the “Commencement Date”), and ending at 5:00 p.m. on January 31, 2014, subject to extension as provided in the Lease.  Occupancy and use of the space subject to Paragraph 3 of this Lease.

Basic Rental:	Dates	Annual Rate per Rentable Square Foot	Basic Monthly Rental
	Commencement Date – 12/31/11	$17.50	$10,637.08
	1/1/12 – 12/31/12	$18.00	$10,941.00
	1/1/13 – 12/31/13	$18.50	$11.244.92
	1/1/14 – 1/31/14	$19.00	$11,548.83

	Basic Rental shall be conditionally abated during the time period commencing on the Commencement Date and ending on December 31, 2010.  Commencing on January 1, 2011, Tenant shall make Basic Rental payments as otherwise provided herein.  Notwithstanding such abatement of Basic Rental, (a) all other sums due under this Lease, including Tenant’s share of Electrical Costs and Excess (if any), shall be payable as provided in this Lease, and (b) any increases in Basic Rental set forth in this Lease shall occur on the dates scheduled therefor. The abatement of Basic Rental provided for herein is conditioned upon Tenant's full and timely performance of all of its obligations under this Lease.  If at any time during the Term a monetary Event of Default by Tenant occurs which results in the termination of Tenant's right of possession of the Premises or the termination of the Lease, then the abatement of Basic Rental provided for herein shall immediately become void, and Tenant shall promptly pay to Landlord, in addition to all other amounts due to Landlord under this Lease, the full amount of all Basic Rental herein abated.
Security Deposit:	$10.637.08 due upon execution of the Lease as referenced in Section 5 of the Lease.
Rent:	Basic Rental, Tenant’s share of Electrical Costs, Excess (if any), and all other sums that Tenant may owe to Landlord under the Lease.
Permitted Use:	General office use.
Tenant’s Proportionate Share:	6.8595% (which is the percentage obtained by dividing the Rentable Square Feet by the Total Rentable Square Feet.
Construction Allowance:	Turnkey per Exhibit D

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Comparable Buildings: As used herein or in the Lease, the term “Comparable Buildings” shall mean those low-rise garden style, multi-tenant, commercial office buildings completed on or after January 1, 1997, which are comparable to the Building in size, design, quality, use, and tenant mix, and which are located in the same market area (i.e., Plano area North of Frankford, East of I-35E, West of Preston Road and South of State Hwy. 121).

The foregoing Basic Lease Information is incorporated into and made a part of the related lease (the “Lease”).  If any conflict exists between any Basic Lease Information and the Lease, then the Lease shall control.

LANDLORD:
ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC,ARI - IBP 11, LLC, ARI - IBP 12, LLC, each a Delaware limited liability company
By:	Billingsley Property Services, Inc., a Texas corporation as Agent

By:	/s/ Joel M. Overton, Jr.
Name:    Joel M. Overton, Jr.
Title:      Senior Vice President

TENANT:
REACHLOCAL, INCORPORATED, a Delaware corporation
By:	/s/ Ross G. Landsbaum
Name:   Ross G. Landsbaum
Title:     CFO

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	THIS LEASE AGREEMENT (this “Lease”) is entered into as of February 2, 2010  between ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI - IBP 11, LLC, and ARI - IBP 12, LLC, each a Delaware limited liability company ("Landlord") acting by and through Billingsley Property Services, Inc., as agent for Landlord, and REACHLOCAL, INCORPORATED, a Delaware corporation (“Tenant”).
DEFINITIONS AND BASIC PROVISIONS	1.         The  definitions  and  basic  provisions  set  forth  in the Basic  Lease Information (the "Basic Lease Information") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes.  To the extent of any conflict between the Basic Lease Information and any provision contained in this Lease, this Lease shall control.
LEASE GRANT	2.          Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises.
TERM	3.          The Term shall commence upon substantial completion of Initial Improvements described in Exhibit D herein (the "Commencement Date"), and end at 5:00 p.m. on January 31, 2014, subject to renewal as provided in Exhibit E.  Landlord shall deliver possession of the Premises to Tenant upon execution hereof.  By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to Landlord’s repair of latent defects and Landlord's completion of any related punch-list items.  Tenant shall execute and deliver to Landlord, within ten (10) days after Landlord has requested same, a letter confirming (1) the Commencement Date, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises.  Notwithstanding anything contained herein to the contrary, if Landlord does not tender possession of the Premises with substantial completion of the Initial Improvements having occurred on or prior to the date that is seventy (70) business days from the date this Lease is fully executed by both Landlord and Tenant (which date shall be extended day-for-day in the event of (1) a Tenant Delay Day, or (2) delays caused by one or more of the events described in Section 23(c) hereof), then Tenant shall be entitled to receive an abatement of two (2) day’s Basic Rental for each day thereafter until such time as Landlord tenders possession of Premises to Tenant in such condition.
RENT	4.         (a)          Payment.  Tenant shall timely pay to Landlord the Rent without deduction or set off (except as otherwise expressly provided herein), at Landlord's Address (or such other address as Landlord may from time to time designate in writing to Tenant).  Basic Rental, adjusted as herein provided, shall be payable monthly in advance.  The first full monthly installment of Basic Rental shall be payable contemporaneously with the execution of this Lease; thereafter, monthly installments of Basic Rental shall be due on the first day of each succeeding calendar month during the Term.  Basic Rental for any partial month at the beginning or end of the Term shall be prorated based upon the number of days within the Term during the partial month multiplied by 1/365 of the then current annual Basic Rental and shall be due on or before the fifth business day immediately preceding the Commencement Date, or first day of the last calendar month of the Term, as applicable.

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(b)          Electrical Costs.  Tenant shall pay to Landlord an amount equal to the product of (1) the cost of all electricity used by the Project (“Electrical Costs”), multiplied by (2) Tenant’s Proportionate Share.  Such amount shall be payable monthly based on Landlord’s reasonable estimate of the amount due for each month, and shall be due on the Commencement Date and on the first day of each calendar month thereafter

(c)           Annual Electrical Cost Statement.  By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Landlord's actual Electrical Costs (the "Annual Electrical Cost Statement") for the previous year adjusted as provided in Section 4.(d), which shall include a reconciliation of the actual amount Tenant owes for its share of Electrical Costs against the estimated amount collected from Tenant. If such reconciliation shows that Tenant paid more than owed, then Landlord shall reimburse Tenant by check or cash for such excess within thirty (30) days after delivery of the Annual Electrical Cost Statement; conversely, if Tenant paid less than it owed, then Tenant shall pay Landlord such deficiency within thirty (30) days after delivery of the Annual Electrical Cost Statement.

(d)           Adjustments to Electrical Costs.  With respect to any calendar year or partial calendar year in which the Building is not occupied to the extent of 95% of the rentable area thereof, the Electrical Costs for such period shall, for the purposes hereof, be increased to the amount which would have been incurred had the Building been occupied to the extent of 95% of the rentable area thereof.

(e)           Delinquent Payment. If any payment required by Tenant under this Lease is not paid when due, Landlord may charge Tenant a fee equal to 5% of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant's delinquency.

 (f)           Taxes.  Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises.  If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landlord elects to pay the same, or if the assessed value of Landlord's property is increased by inclusion of such personal property, furniture or fixtures and Landlord elects to pay the taxes based on such increase, then Tenant shall pay to Landlord, within ten (10) business days after Tenant receives written demand, that part of such taxes for which Tenant is primarily liable.

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	(g)           Excess.  Tenant shall pay the Excess in the Basic Cost over the Expense Stop as such terms are defined in Exhibit C.
SECURITY DEPOSIT	5.         Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord, in immediately available funds, the Security Deposit, which shall be held by Landlord without liability for interest and as security for performance by Tenant of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default (defined below).  Landlord may, from time to time upon notice to Tenant and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation which Tenant was obligated, but failed to perform hereunder.  Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount.  Within a reasonable time after the expiration of the Term, as may have been extended, provided Tenant has performed all of its obligations hereunder, Landlord shall return to Tenant the balance of the Security Deposit not applied to satisfy Tenant's obligations.  If Landlord transfers its interest in the Premises, then Landlord may assign the Security Deposit to the transferee and Landlord thereafter shall have no further liability for the return of the Security Deposit.
LANDLORD’S OBLIGATIONS	6.         (a)           Services; Maintenance.  Landlord shall furnish to Tenant (1) water (hot and cold) at those points of supply provided for general use of tenants of the Building; (2) heated and refrigerated air conditioning from 7 a.m. to 7 p.m. Monday through Friday and 8 a.m. to 1 p.m. on Saturday  (except for holidays) sufficient to maintain temperatures during these hours in the range of from 70 degrees Fahrenheit to 78 degrees Fahrenheit; (3) janitorial service to the Premises on weekdays other than holidays (Landlord reserves the right to bill Tenant separately for extra janitorial service required for any special improvements installed by or at the request of Tenant) and such window washing as may from time to time in Landlord's judgement be reasonably required, such janitorial services to be generally in accordance with those services described on Exhibit G; (4) non-exclusive elevator for ingress and egress to the floors on which the Premises are located; (5) replacement of Building-standard light bulbs and fluorescent tubes,; and (6) electrical current (subject to Tenant’s obligation to pay its share of Electrical Costs as provided herein).  If Tenant desires heat and air conditioning at any time other than times herein designated, such services shall be supplied to Tenant upon reasonable advance notice and Tenant shall pay to Landlord $40.00 per hour (minimum two hours) for each additional hour (prorated and rounded up to the nearest quarter hour) such services are provided, such amount being payable within ten (10) days of receipt of an invoice therefor.  Landlord's obligation to furnish services under this Section shall be subject to the rules, regulations and other conditions or requirements of the supplier of such services and any applicable governmental entity or agency.

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(b)           Maintenance.  Landlord shall maintain all Shell Construction items, Building Systems (defined below), and Building common areas including all parking areas and landscaping, in good order and condition as customary for Comparable Buildings. “Building Systems” shall include all electrical, plumbing, and air conditioning systems within the Building which were included in the Shell Construction. Notwithstanding the foregoing, “Building Systems” shall not include any improvements below the ceiling within the Premises (except in Shell Building core areas) including but not limited to appliances, fixtures and supplemental air systems, and other items not customary for office tenants in Comparable Buildings.

(c)           Excess Electrical Use.  Landlord shall use reasonable efforts to furnish electrical current for computers, electronic data processing equipment, special lighting, or other equipment that requires more than 120 volts, or other equipment whose electrical energy consumption exceeds normal office usage, through any existing feeders and risers serving the Building and the Premises.  Tenant shall not install any electrical equipment requiring special wiring or requiring voltage in excess of 120 volts or otherwise exceeding Building capacity unless approved in advance by Landlord.  The use of electricity in the Premises shall not exceed the capacity of existing feeders and risers to or wiring in the Premises.  Any risers or wiring required to meet Tenant's excess electrical requirements shall, upon Tenant's request, be installed by Landlord (unless otherwise agreed by Landlord) at Tenant's expense, if, in Landlord's sole and absolute judgment, the same are necessary and shall not cause permanent damage or injury to the Building or the Premises, cause or create a dangerous or hazardous condition, entail excessive or unreasonable alterations, repairs, or expenses, or interfere with or disturb other tenants of the Building.  If Tenant uses machines or equipment (other than general office machines, excluding computers and electronic data processing equipment) in the Premises which affect the temperature otherwise maintained by the air conditioning system or otherwise overload any utility, Landlord may install supplemental air conditioning units or other supplemental equipment in the Premises, and the cost thereof, including the cost of installation, operation, use, and maintenance, shall be paid by Tenant to Landlord within ten (10) days after Landlord has delivered to Tenant an invoice therefor.  At the time of Tenant’s submission of plans and specifications for Landlord’s approval pursuant to Section 7 herein or Exhibit D to this Lease, Landlord and Tenant shall cooperate in good faith to identify any fixtures, equipment and/or appliances to be installed or placed in the Premises which fixtures, equipment or appliances would exceed the normal and customary electrical use and consumption of typical office tenants in Comparable Buildings, would affect the temperature otherwise maintained by the air conditioning system,  or would require electric capacity in excess of any planned or existing feeders, risers, or wiring to the Premises.

(d)           Restoration of Services; Abatement.  Landlord shall use reasonable efforts to restore any service that becomes unavailable; however, such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive eviction of Tenant, constitute a breach of any implied warranty, or, except as provided in the next sentence, entitle Tenant to any abatement of Tenant's obligations hereunder.  However, if Tenant is prevented from making reasonable use of all or a portion of the Premises for more than thirty (30) consecutive days because of the unavailability of any such service, Tenant shall, as its exclusive remedy therefor, be entitled to abatement of Rent, or the pro rata portion thereof equivalent to the portion of the Premises rendered unusable to the entire Premises, for each consecutive day (after such thirty (30) day period) that Tenant is so prevented from making reasonable use of the Premises or the applicable portion thereof.

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	(e)           Access.  Subject to any Building rules and regulations, necessary repairs and maintenance, and any events beyond Landlord’s reasonable control which would prevent access, Tenant shall have access to the Premises twenty-four (24) hours a day, seven (7) days a week.  The Building shall include twenty-four (24) hour access by security card which cards shall be provided to Tenant upon payment of a $10 refundable deposit per card.
	(f)           Security.  Landlord shall provide to Tenant all security functions and services currently provided to the Building including, but not limited to, card key access into the Building and security personnel on-site within International Business Park.
IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE	7.         (a)           Improvements; Alterations.  No improvements or alterations in or upon the Premises, including not by limitation paint, wall coverings, floor coverings, light fixtures, window treatments,  signs,  advertising,  or  promotional  lettering  or  other media, shall be installed or made by Tenant except in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed except that Landlord may withhold approval of any improvements or alterations which it determines, in its sole opinion, will materially and adversely affect any structural or aesthetic (only to the extent visible from outside the Premises or common areas) aspect of the Building or Building Systems.  All improvements and alterations (whether temporary or permanent in character) made in or upon the Premises, either by Landlord or Tenant, shall (i) comply with all applicable laws, ordinances, rules and regulations, and (ii) be Landlord's property at the end of the Term and shall remain on the Premises without compensation to Tenant unless prior to installation, Tenant provides Landlord with written notice of all items which may be removed by Tenant and Landlord consents to such removal in advance.  Such consent shall not be unreasonably withheld provided Landlord may condition such consent as it deems reasonably necessary including not by limitation requiring Tenant to replace any items upon removal with similar items comparable to any such items in the Building or, if not applicable, then Comparable Buildings.  Approval by Landlord of any of Tenant's drawings and plans and specifications prepared in connection with any improvements in the Premises shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the improvements to which they relate, for any use, purpose, or condition, but such approval shall merely be the consent of Landlord as required hereunder.  Landlord warrants and agrees that it shall complete the Building Shell Construction in compliance with all then applicable governmental laws, rules and regulations, including not by limitation the Texas Accessibility Standards (TAS) Article 9102, Texas Civil Statutes, The Administrative Rules of the Texas Department of Licensing and Regulation.  Thereafter, notwithstanding anything in this Lease to the contrary, Tenant shall be responsible for all costs incurred to cause the Premises to comply with any such laws, rules or regulations, including not by limitation the retrofit requirements of TAS,  as may be amended.

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(b)           Tenant Repairs; Maintenance.  Except for those janitorial services to be provided by Landlord as expressly provided in this Lease, Tenant shall maintain its personal property and all improvements or alterations to the Premises other than those items included in Shell Construction (which shall be maintained by Landlord) in a clean, safe, operable, attractive condition, and shall not permit or allow to remain any waste or damage to any portion of the Premises.  Tenant shall repair or replace, subject to Landlord's direction and supervision, any damage to the Project caused by Tenant or Tenant's agents, contractors, or invitees.  If Tenant fails to make such repairs or replacements within fifteen (15) days after the occurrence of such damage, then Landlord, upon written notice to Tenant, may make the same at Tenant's expense, which shall be payable to Landlord within thirty (30) days after Landlord has delivered to Tenant an invoice therefor.

(c)           Performance of Work.  All work described in this Section 7 shall be performed only by Landlord or by contractors and subcontractors approved in writing by Landlord.  Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage against such risks, in such amounts, and with such companies as Landlord may reasonably require.  All such work shall be performed in accordance with all legal requirements and in a good and workmanlike manner so as not to damage the Premises, the structure of the Building, or plumbing, electrical lines, or other utility transmission facilities or Building mechanical systems.  All such work which may affect the Building’s electrical, mechanical, plumbing or other systems must be approved by the Building's engineer of record.

(d)           Mechanic's Liens.  Tenant shall not permit any mechanic's liens to be filed against the Project for any work performed, materials furnished, or obligation incurred by or at the request of Tenant.  If such a lien is filed, then Tenant shall, within thirty (30) days after Landlord has delivered notice of the filing to Tenant, either pay the amount of the lien or diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord.  If Tenant fails to timely take either such action, then Landlord may pay the lien claim without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within ten (10) days after Landlord has delivered to Tenant an invoice therefor.

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USE

8.         Tenant shall occupy and use the Premises only for the Permitted Use and shall comply with all laws, orders, rules, and regulations relating to the use, condition, and occupancy of the Premises.  The Premises shall not be used for any use which (i) is disreputable, (ii) creates extraordinary fire hazards, (iii) results in an increased rate of insurance on the Building or its contents, or (iv) the storage of any hazardous materials or substances.  If, because of Tenant's acts, the rate of insurance on the Building or its contents increases, Tenant shall pay to Landlord the amount of such increase on demand, and acceptance of such payment shall not constitute a waiver of any of Landlord's other rights.  Tenant shall conduct its business and control its agents, employees, and invitees in such a manner as not to create any nuisance or interfere with other tenants or Landlord in its management of the Project.  Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant, (a) from and after the date of this Lease, Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the "Disabilities Acts") in the Premises, and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the common areas of the Building (other than compliance that is necessitated by the use of the Premises for other than the Permitted Use or as a result of any alterations or additions, including any initial tenant improvement work, made by or on behalf of a Tenant Party (which risk and responsibility shall be borne by Tenant).

ASSIGNMENT AND SUBLETTING

9.        (a)           Transfers; Consent.  Other  than  permitted  transfers as described below, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, 1) advertise that any portion of the Premises is available for lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein whether directly or by operation of law, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Sections 9.(a)(2) through 9.(a)(6) being a "Transfer").  If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; and general references sufficient to enable Landlord to determine the proposed transferee's reputation and character.  Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor.  Tenant shall reimburse Landlord for its attorneys' fees (not to exceed $1,000 per request) and other expenses incurred in connection with considering any request for its consent to a Transfer.  Landlord shall not unreasonably withhold, delay or condition its consent except that Landlord may withhold or condition its consent if it reasonably determines that the proposed transferee or its use (including not by limitation the number of employees, hours of operation, parking requirements, electrical or other Building system requirements, conflicts or competition with existing tenants) is unacceptable, would burden the Building, or are incompatible with the Building or its occupants.  If Tenant requested Landlord's consent to a transfer and Landlord denies such request, then Tenant shall have the right to terminate the Lease by giving Landlord thirty (30) days written notice of intent to terminate and paying to Landlord at the time of such notice all the Rent due to Landlord under the Lease for the remainder of the Term.  If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer, and only to the extent of the rent it has agreed to pay Tenant therefor.  Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor.  Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers.  If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent.  Tenant authorizes its transferees to make payments of rent directly to Landlord upon Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

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	(i)           Permitted Transfers.  Tenant shall be permitted to periodically sublet portions of the Premises or to assign its rights to any parent or wholly-owned subsidiary entity, any organization resulting from a merger or a consolidation with the Tenant, or any organization succeeding to the business assets of the Tenant, provided the Premises continue to be used solely for the Permitted Use, the business and parking requirements of the subtenant or assignee are substantially the same as Tenant and the net worth of the subtenant or assignee is at equal to or greater than Tenant's at the time of Lease execution.  Tenant shall promptly notify Landlord in writing within fifteen (15) days after such assignment or subletting.
	(b)           Additional Compensation.  Tenant shall pay to Landlord, immediately upon receipt thereof, fifty percent (50%) of the all compensation received by Tenant for a Transfer that exceeds the Rent allocable to the portion of the Premises covered thereby.  Tenant shall hold such amounts in trust for Landlord and pay them to Landlord within ten (10) days after receipt.
	(c)           Cancellation.  Landlord may, within twenty (20) days after submission of Tenant’s written request for Landlord’s consent to a Transfer (excluding Permitted Transfers), cancel this Lease (or, as to a subletting or assignment, cancel as to the portion of the Premises proposed to be sublet or assigned) as of the date the proposed Transfer was to be effective.  If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer.  Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant.  In such event, prior to the effective date of such termination, and subject to Landlord’s direction and supervision, Tenant shall be solely responsible for the cost and construction of a wall demising the remaining Premises from the portion of the Premises as to which the Lease is terminated.
INSURANCE; WAIVERS; SUBROGATION; INDEMNITY	10.       (a)           Insurance.   Tenant  shall  at  its  expense  procure  and  maintain throughout the Term the following insurance policies: (1) commercial  general liability insurance in amounts of not less than a combined single limit of  $3,000,000  (the  “Initial Liability Insurance Amount") or such other amounts as Landlord may from time to time reasonably require, insuring Tenant, Landlord, Landlord's agents, and their respective affiliates against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises, and (2) insurance covering the full value of Tenant's property and improvements, and other property (including property of others), in the Premises.  Tenant's insurance shall provide primary coverage to Landlord when any policy issued to Landlord provides duplicate or similar coverage, and in such circumstance Landlord's policy will be excess over Tenant's policy.  Tenant shall furnish certificates of such insurance and such other evidence satisfactory to Landlord of the maintenance of all insurance coverage required hereunder, and Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least thirty (30) days before cancellation or a material change of any such insurance.  All such insurance policies shall be in form, and be issued by companies, reasonably satisfactory to Landlord.  The term "affiliate" shall mean any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with the party in question.

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	(b)           Waiver of Claims; No Subrogation.  LANDLORD SHALL NOT BE LIABLE TO TENANT OR THOSE CLAIMING BY, THROUGH, OR UNDER TENANT FOR ANY INJURY TO OR DEATH OF ANY PERSON OR PERSONS OR THE DAMAGE TO OR THEFT, DESTRUCTION, LOSS, OR LOSS OF USE OF ANY PROPERTY OR INCONVENIENCE (A “LOSS“) CAUSED BY CASUALTY, THEFT, FIRE, THIRD PARTIES, OR ANY OTHER MATTER (INCLUDING LOSSES ARISING THROUGH REPAIR OR ALTERATION OF ANY PART OF THE BUILDING, OR FAILURE TO MAKE REPAIRS, OR FROM ANY OTHER CAUSE), REGARDLESS OF WHETHER THE NEGLIGENCEOF ANY PARTY CAUSED SUCH LOSS IN WHOLE OR IN PART. LANDLORD AND TENANT EACH WAIVES ANY CLAIM IT MIGHT HAVE AGAINST THE OTHER FOR ANY DAMAGE TO OR THEFT, DESTRUCTION, LOSS OR LOSS OF USE OF ANY PROPERTY, TO THE EXTENT THE SAME IS INSURED AGAINST UNDER ANY INSURANCE POLICY THAT COVERS THE BUILDING, THE PREMISES, LANDLORD’S OR TENANT’S FIXTURES, PERSONAL PROPERTY, LEASEHOLD IMPROVEMENTS, OR BUSINESS, OR, IN THE CASE OF TENANT’S WAIVER, IS REQUIRED TO BE INSURED AGAINST UNDER THE TERMS HEREOF, REGARDLESS OF WHETHER THE NEGLIGENCE OR FAULT OF THE OTHER PARTY CAUSED SUCH LOSS. EACH PARTY SHALL CAUSE ITS INSURANCE CARRIER TO ENDORSE ALL APPLICABLE POLICIES WAIVING THE CARRIER’S RIGHTS OF RECOVERY UNDER SUBROGATION OR OTHERWISE AGAINST THE OTHER PARTY.
	(c)           Indemnity.  Subject to Section 11(b), Tenant shall defend, indemnify, and hold harmless Landlord and its agents from and against all claims, demands, liabilities, causes of action, suits, judgments, and expenses (including attorneys’ fees) for any Loss arising from any occurrence on the Premises or from Tenant’s failure to perform its obligations under this Lease (other than a Loss arising from the sole or gross negligence of Landlord or its agents), even though caused or alleged to be caused by the joint, comparative, or concurrent negligence or fault of Landlord or its agents, and even though any such claim, cause of action, or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents.  This indemnity provision is intended to indemnify Landlord and its agents against the consequences of their own negligence or fault as provided above when Landlord or its agents are jointly, comparatively, or concurrently negligent with Tenant. This indemnity provision shall survive termination or expiration of this Lease.
SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE	11.       (a)           Subordination.  This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (a "Mortgage"), or any ground lease, master lease, or primary lease (a "Primary Lease"), that now or hereafter covers all or any part of the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee").   Landlord shall use reasonable efforts to obtain from Landlord’s Mortgagee, both existing and future, and deliver to Tenant a non-disturbance agreement for the benefit of Tenant in a form reasonably acceptable to Landlord, Landlord’s Mortgagee, and Tenant.
	(b)           Attornment.  Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request.

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	(c)           Notice to Landlord's Mortgagee.  Tenant shall not seek to enforce any remedy it may have for any default on the part of the Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a period to perform Landlord's obligations hereunder, which period shall equal the cure period applicable to Landlord hereunder.
RULES AND REGULATIONS	12.        Tenant shall comply with the rules and regulations of the Building which are attached hereto as Exhibit B.  Landlord may, from time to time, change such rules and regulations for the safety, care, or cleanliness of the Building and related facilities, provided that such changes are applicable to all tenants of the Building and will not unreasonably interfere with Tenant's use of the Premises; Landlord will provide Tenant written notice of such changes.  Tenant shall be responsible for the compliance with such rules and regulations by its employees, agents, and invitees.
CONDEMNATION	13.       (a)           Taking - Landlord's and Tenant's Rights.  If any part of the Project (including parking) is taken by right of eminent domain for a period exceeding ninety (90) days or conveyed in lieu thereof (a "Taking"), and such Taking prevents Tenant from conducting its business from the Premises in a manner reasonably comparable to that conducted immediately before such Taking, then Landlord may, at its sole expense, relocate Tenant to similar office space within any Comparable Building owned or under the control of Landlord.  Landlord shall notify Tenant of its intention to do so within thirty (30) days after the Taking.  Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking until relocation.  Such relocation may be for a portion of the remaining Term or the entire Term.  Landlord shall complete any such relocation within 180 days after Landlord has notified Tenant of its intention to relocate Tenant.  If Landlord does not elect to relocate Tenant following such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within sixty (60) days after the Taking, and Rent shall be apportioned as of the date of such Taking.  If Landlord does not relocate Tenant and Tenant does not terminate this Lease, then Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking.  Upon the occurrence of a Taking, Rent shall be adjusted on a reasonable basis from the first day of the Taking until such termination.
	(b)           Taking - Landlord's Rights. If any material portion, but less than all, of the Project or related parking becomes subject to a Taking, or if Landlord is required to pay any of the proceeds received for a Taking to Landlord's Mortgagee, then this Lease, at the option of Landlord, exercised by written notice to Tenant within thirty (30) days after such Taking, shall terminate and Rent shall be apportioned as of the date of such Taking.  Upon the occurrence of a Taking, Rent shall be adjusted on a reasonable basis from the first day of the Taking until such termination.

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	(c)           Award. If any Taking occurs, all proceeds shall belong to and be paid to Landlord, and Tenant shall not be entitled to any portion thereof except that Tenant shall have all rights permitted under the laws of the State of Texas to appear, claim and prove in proceedings relative to such taking (i) the value of any fixtures, furnishings, and other personal property which are taken but which under the terms of this Lease Tenant is permitted to remove at the end of the Term, (ii) the unamortized cost (such costs having been amortized on a straight-line basis over the Term excluding any renewal terms) of Tenant’s leasehold improvements which are taken that Tenant is not permitted to remove at the end of the Term and which were installed solely at Tenant’s expense (i.e., not made or paid for by Landlord from the Construction Allowance or otherwise), and (iii) relocation and moving expenses, but not the value of Tenant’s leasehold estate created by this Lease and only so long as such claims in no way diminish the award Landlord is entitled to from the condemning authority as provided hereunder.
FIRE OR OTHER CASUALTY	14.       (a)           Repair Estimate.  If the Premises or the Building are damaged  by fire or other casualty (a "Casualty"), Landlord shall, within sixty (60) days after such Casualty, deliver to Tenant a good faith estimate (the "Damage Notice") of the time needed to repair or replace the damage caused by such Casualty.
	(b)           Landlord's and Tenant's Rights.  If a material portion of the Premises or the Building is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within one hundred eighty (180) days after the date of casualty, then Landlord may, at its sole expense, relocate Tenant to similar office space within any Comparable Building owned or under the control of Landlord.  Landlord shall notify Tenant of its intention to do so in the Damage Notice.  Rent for the portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until relocation. Such relocation may be for a portion of the remaining Term or the entire Term.  Landlord shall complete any such relocation within one hundred eighty (180) days after Landlord has delivered the Damage Notice to Tenant.  If Landlord does not elect to relocate Tenant following such Casualty, then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant.  If Landlord does not relocate Tenant and Tenant does not terminate this Lease, then (subject to Landlord's rights under Section 14.(c)) Landlord shall repair the Building or the Premises, as the case may be, as provided below.  Upon the occurrence of a Casualty, Rent for the portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of the repair or until such termination.

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	(c)           Landlord's Rights.  If a Casualty damages a material portion of the Building, and Landlord makes a good faith determination that restoring the Premises would be uneconomical, or if Landlord is required to pay any insurance proceeds arising out of the Casualty to Landlord's Mortgagee, then Landlord may terminate this Lease by giving written notice of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant, and Rent hereunder shall be abated as of the date of the Casualty.
	(d)           Repair Obligation.  If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, commence to repair the Building and the Premises and shall proceed with reasonable diligence to restore the Building and Premises to substantially the same condition as they existed immediately before such Casualty; however, Landlord shall not be required to repair or replace any part of the furniture, equipment, fixtures, and other improvements which may have been placed by, or at the request of, Tenant or other occupants in the Building or the Premises, and Landlord's obligation to repair or restore the Building or Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question.
EVENTS OF  DEFAULT	15.          Events of Default.  Each of the following occurrences shall constitute an “Event of Default" by Tenant:
	(a)           Tenant's failure to pay Rent, or any other sums due from Tenant to Landlord under the Lease (or any other lease executed by Tenant for space in the Building), within five (5) days after written notice of such failure;
	(b)           Tenant's failure to perform, comply with, or observe any other agreement or obligation of Tenant under this Lease (or any other lease executed by Tenant for space in the Building) within thirty (30) days after written notice of such failure, or such longer period as may be reasonably necessary in order to cure such default (not to exceed 60 days), provided that Tenant has commenced such cure within the initial 30 day period and thereafter is diligently pursuing such cure to completion;
	(c)           The filing of a petition by or against Tenant (the term "Tenant" shall include, for the purpose of this Section 15.(c), any guarantor of the Tenant's obligations hereunder) (i) in any bankruptcy or other insolvency proceeding; (ii) seeking any relief under any state or federal debtor relief law; (iii) for the appointment of a liquidator or receiver for all or substantially all of Tenant's property or for Tenant's interest in this Lease; or (iv) for the reorganization or modification of Tenant's capital structure; and provided that in the case of any of the foregoing which is filed against Tenant, the same is not dismissed within ninety (90) days after it is filed;
	(d)           The admission by Tenant that it cannot meet its obligations as they become due or the making by Tenant of an assignment for the benefit of its creditors; and

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	(e)           Tenant vacates all or a substantial portion of the Premises or fails to continuously operate its business at the Premises for the Permitted use set forth herein for seven (7) or more days without prior notification to Landlord.
REMEDIES	16.       (a)           Landlord’s Remedies.  Upon any Event of Default by Tenant, Landlord may, subject to any judicial process and notice to the extent required by Title 4, Chapter 24 of the Texas Property Code, as may be amended, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity, take any of the following actions:
	(i)           Terminate this Lease by giving Tenant written notice thereof, in which event, Tenant shall pay to Landlord the sum of (1) all Rent accrued hereunder through the date of termination, (2) all amounts due under Section 15.(a), and (3) an amount equal to (A) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a per annum rate equal to the "Prime Rate" as published on the date this Lease is terminated by The Wall Street Journal, Southwest Edition, in its listing of "Money Rates", minus (B) the then present fair rental value of the Premises for such period, similarly discounted; or
	(ii)           Terminate Tenant's right to possession of the Premises without terminating this Lease by giving written notice thereof to Tenant, in which event Tenant shall pay to Landlord (1) all Rent and other amounts accrued hereunder to the date of termination of possession, (2) all amounts due from time to time under Section 15.(a), and (3) all Rent and other sums required hereunder to be paid by Tenant during the remainder of the Term, diminished by any net sums thereafter received by Landlord through reletting the Premises during such period.  Landlord shall use reasonable efforts to relet the Premises on such terms and conditions as Landlord in its sole discretion may determine (including a term different from the Term, rental concessions, and alterations to, and improvement of , the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building.  Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Premises or to collect rent due for such reletting.  Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder.  Re-entry by Landlord in the Premises shall not affect Tenant's obligations hereunder for the unexpired Term; rather, Landlord may, from time to time, bring action against Tenant to collect amounts due by Tenant, without the necessity of Landlord's waiting until the expiration of the Term.  Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to exclude or dispossess Tenant of the Premises shall be deemed to be taken under this Section 16.(a)(ii).  If Landlord elects to proceed under this Section 16.(a)(ii), it may at any time elect to terminate this Lease under Section 16.(a)(i).

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	(iii)           Notwithstanding anything to the contrary herein, Tenant shall not be deemed to have waived any requirements of Landlord to mitigate damages upon an Event of Default as required by law.
	(b)           Tenant’s Remedies.
	(i)           Notice and Cure.  If Landlord should fail to perform or observe any covenant, term, provision or condition of this Lease and such default should continue beyond a period of ten (10) days as to a monetary default or thirty (30) days (or such longer period as is reasonably necessary to remedy such default, provided Landlord shall diligently pursue such remedy until such default is cured) as to a non-monetary default, after in each instance written notice thereof is given by Tenant to Landlord and Landlord’s Mortgagee, then, in any such event Tenant shall have the right (but no obligation) to cure the default, and Landlord shall reimburse Tenant for all reasonable sums expended in so curing said default.  Tenant specifically agrees that Landlord’s Mortgagee may enter the Premises upon reasonable notice to Tenant to cure any such default and that the cure of any default by Landlord’s Mortgagee shall be deemed a cure by Landlord under this Lease.
	(ii)           Set-off.  If Tenant obtains a judgment against Landlord or any assignee for any default by Landlord under this Lease and (i) Tenant provided Landlord’s Mortgagee notice and opportunity to cure as described in Section 16(b)(i) above, (ii) said judgment is final and all rights of appeal have been exercised or have expired, and (iii) such judgment remains unsatisfied upon thirty (30) days written notice thereof to Landlord’s Mortgagee, Tenant may set off such judgment against Rent.
PAYMENT; NON-WAIVER	17.       (a)           Payment.  Upon any Event of Default by Tenant, Tenant shall  pay to Landlord all costs incurred by Landlord (including court costs and reasonable attorney's fees and expenses) in (1) obtaining possession of the Premises, (2) removing and storing Tenant's or any other occupant's property, (3) repairing, restoring, altering, remodeling, or otherwise putting the Premises into condition acceptable to a new tenant, (4) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting), (5) performing Tenant's obligations which Tenant failed to perform, and (6) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the Event of Default.
	(b)           No Waiver. Acceptance or payment of Rent following any Event of Default shall not waive any rights regarding such Event of Default.  No waiver by any party of any violation or breach of any of the terms contained herein shall waive any rights regarding any future violation of such term or violation of any other term.

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LANDLORD'S LIEN	18.         In addition to the statutory landlord's lien, Tenant grants to Landlord, to secure performance of Tenant's obligations hereunder, a security interest in all equipment fixtures, furniture, improvements, and other personal property of Tenant now or hereafter situated on the Premises, and all proceeds therefrom (the "Collateral"), and the Collateral shall not be removed from the Premises without the consent of Landlord until all obligations of Tenant have been fully performed.  Upon the occurrence of an Event of Default, Landlord may, in addition to all other remedies, without notice or demand except as provided below, exercise the rights afforded a secured party under the Uniform Commercial Code of the State in which the Building is located (the "UCC").  In connection with any public or private sale under the UCC, Landlord shall give Tenant five (5)days' prior written notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made, which is agreed to be a reasonable notice of such sale or other disposition.  Tenant grants to Landlord a  power of attorney to execute and file any financing statement or other instrument necessary to perfect Landlord's security interest under this Section 18, which power is coupled with an interest and shall be irrevocable during the Term.  Landlord may also file a copy of this Lease as a financing statement to perfect its security interest in the Collateral.  Notwithstanding the foregoing, Landlord shall subordinate its landlord’s lien, upon such terms as are reasonably acceptable to Landlord, to any bona fide third party financing obtained by Tenant.
SURRENDER OF PREMISES	19.        No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same is made in writing and signed by Landlord.  At the expiration or termination of this Lease, subject to Landlord’s obligation to maintain the Building, Tenant shall deliver to Landlord the Premises with all improvements located thereon in good repair and condition, reasonable wear and tear (and condemnation and fire or other casualty damage not caused by Tenant, as to which Sections 13 and 14 shall control) excepted, and shall deliver to Landlord all keys and/or access cards to the Premises.  Provided that Tenant has performed all of its obligations hereunder, Tenant may remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord).  Additionally, Tenant may remove such additional items as Landlord may have agreed.  Tenant shall repair all damage caused by removal of any items.  All items not so removed shall be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items.  Tenant upon surrender of the Premises shall be required to remove any above-ceiling telecommunication wiring installed for Tenant’s use in the Premises at Tenant’s expense. The provisions of this Section 19 shall survive the end of the Term.
HOLDING OVER	20.         If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at will and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over, Tenant shall pay, in addition to the other Rent, a daily Basic Rental equal to the greater of (a) 150% of the daily  Basic Rental payable during the last month of the Term, or (b) the then prevailing market rental rate for leases then being entered into for similar space in Comparable Buildings.

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CERTAIN RIGHTS RESERVED BY LANDLORD	21.         Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises, and upon reasonable advance notice provided by Landlord to Tenant (except in case of emergency), Landlord shall have the following rights:
	(a)           to decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Building, or any part thereof; for such purposes, to enter upon the Premises and, during the continuance of any such work, to temporarily close doors, entryways, public space, and corridors in the Building; to interrupt or temporarily suspend Building services and facilities (Landlord shall use reasonable efforts to complete any work requiring the suspension of Building services and facilities during off-business hours when reasonably and commercially practicable to do so); and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Building;
	(b)           to take such reasonable measures as Landlord deems advisable for the security of the Building and its occupants, including without limitation searching all items entering or leaving the Building; evacuating the Building for cause, suspected cause, or for  drill purposes; temporarily denying access to the Building; and closing the Building after normal business hours and on Saturdays, Sundays, and holidays, subject, however, to Tenant's right to enter when the Building is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time which may include by way of example, but not of limitation, that persons entering or leaving the Building, whether or not  during normal business hours, identify themselves to a security officer by registration or otherwise and that such persons establish their right to enter or leave the Building;
	(c)           to change the name by which the Building is designated; and
	(d)           upon reasonable advance notice, to enter the Premises during Tenant’s regular business hours (or at any time when accompanied by a representative of Tenant) to show the Premises to prospective purchasers, lenders, or  prospective tenants.
SUBSTITUTION SPACE	22.       (a)           From time to time during  the  Term,  Landlord may  substitute  for the Premises other comparable space that has an area at least equal but not greater than 105% of  that of the Premises and is located in the Building or in any Comparable Buildings owned or managed by Landlord or an affiliate of Landlord (the "Substitution Space");

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(b)           If Landlord exercises such right by giving Tenant notice thereof ("Substitution Notice") at least 60 days before the effective date of such substitution, then (1) the description of the Premises shall be replaced by the description of the Substitution Space; and (2) all of the terms and conditions of this Lease shall apply to the Substitution Space.  The effective date of such substitution (the "Substitution Effective Date") shall be the date specified in the Substitution Notice or, if Landlord is required to perform tenant finish work to the Substitution Space under Section 22.(c), then the date on which Landlord substantially completes such tenant finish work.  If Landlord is delayed in performing the tenant finish work by Tenant's actions (either by Tenant's change in plans and specifications for such work or otherwise), then the Substitution Effective Date shall not be extended and Tenant shall pay Rent for the Substitution Space beginning on the date specified in the Substitution Notice;

(c)           Tenant may either (i) accept possession of the Substitution Space in its "as is" condition as of the Substitution Effective Date or (ii) require Landlord to alter the Substitution Space in the same manner as the Premises were altered or were to be altered or (iii) Tenant may deliver written notice to Landlord of Tenant's election to terminate this Lease (“Tenant’s Termination Notice”) within ten (10) days after Landlord delivers notice to Tenant of the exercise of Landlord’s relocation right, in which case this Lease shall terminate on the fortieth (40th) day (the “Accelerated Termination Date”) after the date Tenant’s Termination Notice is delivered to Landlord.  Time is of the essence with respect to Landlord’s and Tenant’s obligations under this Section.  After the Accelerated Termination Date, Tenant shall no longer have any rights (including the right of possession) in the Premises, and Landlord and Tenant shall be released of all further obligations, covenants and agreements accruing under the Lease with respect to the Premises after the Accelerated Termination Date.  Notwithstanding the foregoing, in no event shall Landlord or Tenant be released from any of its obligations, covenants and agreements relating to the Premises which accrue under the Lease prior to the Accelerated Termination Date including, without limitation, Tenant’s obligation to pay Rent with respect to the Premises for the period prior to the Accelerated Termination Date in accordance with the provisions of this Lease (including, without limitation, the obligation to pay Basic Rental, Excess, Tenant’s Proportionate Share of Electrical Costs and all additional rental due under the Lease with respect to such period), and Landlord’s obligation to refund to Tenant any overpayment of Rent (including Basic Rental, Excess, Tenant’s Proportionate Share of Electrical Costs and all additional rental due under the Lease) with respect to the Premises.

  Tenant shall deliver to Landlord written notice of its election within ten (10) days after the Substitution Notice has been delivered to Tenant.  If Tenant fails to timely deliver notice of its election or if an Event of Default then exists, then Tenant shall be deemed to have elected to accept possession of the Substitution Space in its "as is" condition.  If Tenant timely elects to require Landlord to alter the Substitution Space, then (1) notwithstanding Section 22.(b), if the then unexpired balance of the Term is less than three years, then the Term shall be extended so that it continues for three years from the Substitution Effective Date, and (2) Tenant shall continue to occupy the Premises (upon all of the terms of this Lease) until the Substitution Effective Date;

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	(d)           Tenant shall move from the Premises into the Substitution Space and shall surrender possession of the Premises as provided in Section 19 by the Substitution Effective Date.  If Tenant occupies the Premises after the Substitution Effective Date, then Tenant's occupancy of the Premises shall be a tenancy at will (and, without limiting all other rights and remedies available to Landlord, including instituting a forcible detainer suit), Tenant shall pay Basic Rental for the Premises as provided in Section 20 and all other Rent due therefor until such occupancy ends; such amounts shall be in addition to the Rent due for the Substitution Space; and
	(e)           If Landlord exercises its substitution right, then Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket expenses for moving Tenant's furniture, equipment, supplies and telephone equipment from the Premises to the Substitution Space and for reprinting Tenant's stationery of the same quality and quantity of Tenant's stationery supply on hand immediately prior to Landlord's notice to Tenant of the exercise of this relocation right.  If the Substitution Space contains more square footage than the Premises, and if the Premises were carpeted, Landlord shall supply and install an equal amount of carpeting of the same or equivalent quality and color.
MISCELLANEOUS	23.       (a)           Landlord Transfer.  Landlord may transfer, in whole or in part, the Project and any of its rights under this Lease.  If Landlord assigns its rights under this Lease and such assignee assumes Landlord’s obligations hereunder, then Landlord shall thereby be released from any further obligations hereunder.
	(b)           Landlord's Liability.  The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease shall be limited to Tenant's actual direct, but not consequential, damages therefor and shall be recoverable from the interest of Landlord in the Project (including any rents, profits, or other proceeds therefrom), and Landlord shall not be personally liable for any deficiency.  This section shall not be deemed to limit or deny any remedies which Tenant may have in the event of default by Landlord hereunder which do not involve the personal liability of Landlord.
	(c)           Force Majeure. Other than for Tenant's monetary obligations under this Lease and obligations which can be cured by the payment of money (e.g., maintaining insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party.

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(d)           Brokerage.  Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with the negotiation or execution of this Lease, other than Billingsley Property Services, Inc. and Studley, Inc. whose commissions shall be paid by Landlord.  Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys' fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party.

(e)           Estoppel Certificates.  From time to time, either Landlord or Tenant shall furnish, within ten (10) business days after request therefor, a signed certificate confirming and containing such factual certifications and representations as to this Lease as the requesting party may reasonably request.

(f)           Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be (1) mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information, (2) hand delivered to the intended address, or (3) sent by prepaid telegram, cable, facsimile transmission, or telex followed by a confirmatory letter.  Notice sent by certified mail, postage prepaid, shall be effective three business days after being deposited in the United States Mail; all other notices shall be effective upon delivery to the address of the addressee.  The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision.

(g)           Separability.  If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future laws, then the remainder of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable.

(h)           Amendments; and Binding Effect.  This Lease may not be amended except by instrument in writing signed by Landlord and Tenant.  No provision of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed by Landlord or Tenant, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of Landlord or Tenant to insist upon the performance by Landlord or Tenant in strict accordance with the terms hereof.  The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided.  This Lease is for the sole benefit of Landlord and Tenant, and, other than Landlord's Mortgagee, no third party shall be deemed a third party beneficiary hereof.

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(i)           Quiet Enjoyment.  Provided Tenant has performed all of the terms and conditions of this Lease to be performed by Tenant, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, subject to the terms and conditions of this Lease.

(j)           Joint and Several Liability.  If there is more than one Tenant, then the obligations hereunder imposed upon Tenant shall be joint and several.  If there is a guarantor of Tenant's obligations hereunder, then the obligations hereunder imposed upon Tenant shall be the joint and several obligations of Tenant and such guarantor, and Landlord need not first proceed against Tenant before proceeding against such guarantor nor shall any such guarantor be released from its guaranty for any reason whatsoever.

(k)           Captions.  The captions contained in this Lease are for convenience of reference only, and do not limit or enlarge the terms and conditions of this Lease.

(l)           No Merger.  There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate.

(m)           No Offer. The submission of this Lease to Tenant shall not be construed as an offer, nor shall Tenant have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant.

(n)           Exhibits.  The following exhibits hereto are incorporated herein by this reference:

Exhibit A - Outline of Premises

Exhibit A-1 - Legal Description of the Land

Exhibit B - Building Rules and Regulations

Exhibit C - Operating Expenses

Exhibit D - Tenant Finish Work:  Allowance

Exhibit D-1 - Shell Construction

Exhibit E - Renewal Option

Exhibit F - Parking

Exhibit G - Janitorial Specifications

Exhibit H - Signage Criteria

(o)           Entire Agreement.  This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto.  Except for those set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith.

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(p)           Past Due Rent. Tenant shall pay interest on all past-due rent from the date due until paid at the maximum lawful rate.  In no event, however, shall the charges permitted under this Section 23.(p) or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful rate of interest.

(q)           Representations and Warranties.  Landlord and Tenant each represent and warrant that the person executing this Lease on its behalf is acting in his or her capacity as an officer or partner, as applicable, with due authorization and authority to bind Landlord or Tenant, as applicable, to this Lease.  Landlord represents and warrants that it has good title to the Project so to fully and properly lease the Premises to Tenant as provided herein.   Landlord represents and warrants that the Project conforms in all material respects to all applicable laws, ordinances, rules and regulations generally applicable to commercial office buildings in Plano, Texas, as of the date hereof.  Further, Landlord represents and warrants that, to Landlord’s knowledge, the Project contains no hazardous substances as currently defined under applicable law, except those used in the operation of the Building and which are being used in compliance with applicable law.  Other than any express warranties contained herein, neither Landlord nor Tenant make any implied warranties of any kind or nature, and the parties hereby waive any claims upon any such implied warranties.

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DATED as of the date first above written.

LANDLORD:
ARI – INTERNATIONAL BUSINESS PARK, LLC, ARI- IBP 1, LLC, ARI - IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC, ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7, LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC,ARI - IBP 11, LLC, ARI - IBP 12, LLC, each a Delaware limited liability company
By:	Billingsley Property Services, Inc., a Texas corporation as Agent

By:	/s/ Joel M. Overton, Jr.
Name:    Joel M. Overton, Jr.
Title:      Senior Vice President

TENANT:
REACHLOCAL, INCORPORATED, a Texas corporation
By:	/s/ Ross G. Landsbaum
Name:   Ross G. Landsbaum
Title:     CFO

22

EXHIBIT A

OUTLINE OF THE PREMISES

A-1

EXHIBIT A-1

LEGAL DESCRIPTION OF THE LAND

A-2

EXHIBIT B

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply to the Project and the appurtenances thereto:

1.           Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building.

2.           Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein.  Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant.

3.           No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Building without the prior written consent of Landlord.  No nails, hooks or screws (other than those which are necessary to hang paintings, prints, pictures, or other similar items on the Premises' interior walls) shall be driven or inserted in any part of the Building except by Building maintenance personnel.  No curtains or other window treatments shall be placed between the glass and any Building standard window treatments.

4.           Landlord shall provide and maintain an alphabetical directory for all tenants in the main lobby of the Building.

5.           Landlord shall provide all door locks in each tenant's leased premises, at the cost of such tenant, and no tenant shall place any additional door locks in its leased premises without Landlord's prior written consent.  Landlord shall furnish to each tenant three keys to such tenant's leased premises free of charge, with additional keys provided at such tenant's cost, and no tenant shall make a duplicate thereof.  Security Building access cards shall be provided by Landlord to tenants after receipt of a $10.00 deposit per card.

6.           Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby, shall be conducted so not to unreasonably interfere with the use of the Building by Landlord and other tenants, and if reasonably required by Landlord, under its supervision and control.  Tenant assumes all risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant.

7.           All damage to the Building caused by the installation, placement, or removal of any property of a tenant, or done by a tenant's property while in the Building, shall be repaired at the expense of such tenant.  No tenant shall be liable for any damage resulting solely from the weight of any items placed in the Building by such tenant provided such items do not, in the aggregate, exceed the building weight loads specified by Landlord.

B-1

8.           Corridor doors, when not in use, shall be kept closed.  Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways.  No birds or animals other than animals assisting the disabled shall be brought into or kept in, on or about any tenant's leased premises.  No portion of any tenant's leased premises shall at any time be used or occupied as sleeping or lodging quarters.

9.           Tenant shall cooperate with Landlord's employees in keeping the Building and its leased premises neat and clean.  Tenants shall not employ any person for the purpose of such cleaning other than the Building's cleaning and maintenance personnel.

10.           To ensure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord.

11.           Tenant shall not make or permit any improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants or persons having business with them.

12.           No machinery of any kind (other than normal office equipment) shall be operated by any tenant on its leased area without Landlord's prior written consent, nor shall any tenant use or keep in the Building any flammable or explosive fluid or substance not approved in writing in advance by Landlord.

13.           Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant's leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not.

14.           In the event any vending machines are maintained in the Building for common use by all tenants, no vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord, which consent shall not be unreasonably delayed, withheld or conditioned.  Any vending machines contained in any leased premises shall be for the sole use of the applicable tenant, its employees and guests.

15.           All mail chutes located in the Building shall be available for use by Landlord and all tenants of the Building according to the rules of the United States Postal Service.

16.           No smoking of any type is permitted in any portion of the Building, including any portion thereof leased by tenants.  Landlord shall designate smoking areas outside of the Building.

17.           No firearms or weapons of any type are permitted upon the Land or within the Project.

18.           While at the Project, Tenant, its employees, agents and guests shall behave in a manner consistent with that expected in a Class A office building located in North Dallas.

B-2

19.           Tenant shall notify Landlord before holding an event in a common area of the Project or serving alcohol.

20.           In order to maintain and operate the parking areas in an orderly manner, Landlord reserves the right to establish any reasonable system of parking monitoring, including the issuance of vehicle identification stickers, and all persons parking in the parking areas shall comply with such system.  Tenant and Tenant’s employees shall park their cars only in those portions of the parking areas that are from time to time designated for that purpose by Landlord.  Landlord shall have the right from time to time to relocate parking areas within the Project for use by Tenant.  Tenant shall furnish in writing the make, model, color and state automobile license number (automobile license numbers to be submitted on a yearly basis) assigned to Tenant’s cars within thirty (30) days after taking possession of the Premises and shall thereafter notify Landlord in writing of any changes within five (5) days.  In the event Tenant or its employees, agents or licensees fail to park their cars in the parking areas so designated from time to time by Landlord, then any requirements in the Lease regarding prior notice to Tenant or the expiration of any grace period, or both, shall not apply and Landlord at its option shall have the following right and option, but only after first placing one prior written notice of violation on vehicles that are parked in violation of these parking rules and regulations, to tow such vehicles away each at Tenant’s or the vehicle owner’s cost and expense.  Parking areas shall be used only for parking vehicles no longer than full-size passenger automobiles, SUV’s or ½ ton pick-up trucks.  The maintenance, washing, waxing or cleaning of vehicles in the parking structure or elsewhere in the Project is prohibited.  Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby.

21.           Tenant shall provide Landlord forty-eight (48) hour notice if it intends to operate any form of shuttle or bus service (whether on a recurring basis or for a one-time special event).  In order to maintain and operate the parking areas in an orderly manner and provide for the safety of the tenants, Landlord reserves the right to designate drop-off and pick-up locations and traffic flow patterns.

B-3

EXHIBIT C

OPERATING EXPENSES

1.           Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds 2010 actual Basic Costs (the “Expense Stop”), by (b) the Rentable Square Feet.  The Excess may be calculated and collected annually in arrears on a calendar year basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the “Annual Operating Statement”) reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any.  Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable.  Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end.  In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, in advance on the first day of each calendar month of such year (or part thereof), an amount equal to the estimated Excess divided by 12 (or such lesser number of months as applicable).  From time to time during any calendar year, Landlord may re-estimate the Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such year.  The Basic Cost (other than the first year in which the Building is occupied) and Expense Stop shall be prorated for any portion of the Term which is less than a full calendar year.

2.           The term "Basic Cost" shall mean all expenses and disbursements of every kind (subject to the limitations set forth below) which Landlord incurs, pays or becomes obligated to pay in connection with the ownership, operation, and maintenance of the Project (including the associated parking facilities), determined in accordance with generally accepted federal income tax basis accounting principles consistently applied, including but not limited to the following:

(a)           Wages and salaries of all employees engaged on-site in the Project in the operation, repair, replacement, maintenance, landscaping and security of the Project, including taxes, insurance and benefits relating thereto, such costs to be allocated based on the relative rentable square footage of the buildings directly managed by these personnel if they are providing services to multiple buildings;

(b)           All supplies and materials used in the operation, maintenance, landscaping, repair, replacement, and security of the Project;

(c)           Annual cost of all capital improvements made to the Project which although capital in nature can reasonably be expected to reduce the normal operating costs of the Project, as well as all capital improvements made in order to comply with any law hereafter promulgated by any governmental authority, as amortized over the useful economic life of such improvements as determined in accordance with generally accepted federal income tax basis accounting principles consistently applied;

C-1

(d)           Cost of all utilities, other than the cost of utilities paid directly by Tenant or actually reimbursed to Landlord by Tenant or other Building tenants (including Tenant under Section 4 (b) of the Lease);

(e)           Cost of any insurance or insurance related expense applicable to the Project and Landlord's personal property used in connection therewith;

(f)           All taxes and assessments and governmental charges whether federal, state, county or municipal, and whether they be by taxing or management districts or authorities presently taxing  or by others, subsequently created or otherwise, and any other taxes and assessments attributable to the Project (or its operation),  excluding, however, federal and state taxes on income (collectively, "Taxes") (and Landlord shall make reasonable and diligent efforts, as deemed necessary or appropriate in Landlord’s reasonable discretion, to contest property valuations and otherwise minimize Taxes which may include retaining a tax consultant to assist in determining the fair tax valuation of the Project and protesting any unfair valuations, with all associated costs being a Basic Cost).  Notwithstanding the above, if the present method of taxation changes so that in lieu of the whole or any part of any Taxes levied on the Project, there is levied on Landlord a capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Building, then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term "Taxes" for the purposes hereof;

(g)           Cost of repairs, replacements, and general maintenance of the Project, other than replacement  of the roof, foundation and exterior walls of the Building;

(h)           Cost of service or maintenance contracts with independent contractors for the operation, maintenance, landscaping, repair, replacement, or security of the Project (including, without limitation, alarm service, window cleaning, and elevator maintenance);

(i)           A management fee, which may be paid to Landlord or any affiliates thereof, as a percentage of the gross scheduled rent of the Building;

(j)           Costs for landscaping and maintaining the medians within the Park, such costs to be allocated based on a fraction of which the numerator is the linear footage of frontage of the Project to International Parkway and the denominator which is the total linear footage of frontage in the Park bounded by the medians;

(k)           Security for the Project, such costs to be allocated to each building based on relative rentable square footage when multiple buildings are covered by one contract; and

(l)           A pro rata portion of the salary and benefits (including taxes and insurance) of the employees located off-site at Landlord’s corporate offices providing services to the Project, such costs to be allocated among all buildings managed by such employees based on rentable square footage.

C-2

Any Basic Cost incurred in connection with any work performed, or services provided, to or for the benefit of one or more of the buildings located in the office park of which the Project is a part and commonly referred to as the International Business Park shall be allocated between all such buildings, including the Building, on a per square foot of rentable area basis.

There are specifically excluded from the definition of the term "Basic Cost" costs (1) for capital improvements made to the Project, other than capital improvements described in Section 2.(c) above and except for items which, though capital for accounting purposes, are properly considered maintenance and repair items, such as painting of common areas, replacement of carpet in elevator lobbies, and the like;  (2) for repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties, and alterations attributable solely to tenants of the Building other than Tenant;  (3) for interest, amortization or other payments on loans to Landlord;  (4) for depreciation of the Building;  (5) for leasing commissions;  (6) for legal expenses, other than those incurred for the general benefit of the Building's tenants (e.g., tax disputes);  (7)  for renovating or otherwise improving space for occupants of the Building or vacant space in the Building;  (8) for correcting defects in the construction of the Building;  (9) for overtime or other expenses of Landlord in curing defaults or performing work expressly provided in this Lease to be borne at Landlord's expense;  (10) for federal income taxes imposed on or measured by the income of Landlord from the operation of the Project;  (11) repairs or replacements necessitated by Landlord’s gross negligence or willful misconduct; (12) amounts reimbursed to Landlord pursuant to any warranty or by any other tenant or third party; (13) reserves for future expenses;   (14) late charges or penalties incurred as a result of Landlord’s failure to pay any bills or charges when due; (15) general overhead of Landlord (not including any goods or services used or provided directly for the benefit of the Project); (16) amounts incurred to remediate any hazardous substances as defined by applicable environmental law unless caused in whole or in part by Tenant, its officers, employees, agents, contractors or customers; and (17) for rent or other payment due under any ground lease for any or all the Land.

3.           The Annual Operating Expense Statement shall include a statement of Landlord's actual Basic Cost for the previous year adjusted as provided in Section 4 of this Exhibit.  If Tenant has paid estimated Excess and the Annual Operating Expense Statement reveals that Tenant paid more for Basic Cost than the actual Excess in the year for which such statement was prepared, then Landlord shall credit or reimburse Tenant for such excess within thirty (30) days after delivery of the Annual Operating Expense Statement; conversely, if Tenant paid less than the actual Excess, then Tenant shall pay Landlord such deficiency within thirty (30) days after delivery of the Annual Operating Expense Statement.

4. With respect to any calendar year or partial calendar year in which the Building is not occupied to the extent of 95% of the rentable area thereof, the Variable Basic Costs (defined below) for such period shall, for the purposes hereof, be increased to the amount which would have been incurred had the Building been occupied to the extent of 95% of the rentable area thereof.  As used herein, “Variable Basic Costs” means any Basic Cost that is variable in correlation with the level of occupancy of the Building.

5.      Landlord shall maintain books and records reflecting the Basic Costs in accordance with sound accounting and management practices.  Within 120 days after the end of each calendar year, Landlord shall deliver to Tenant a statement of the Operating Costs, which shall include a computation of the Additional Rent.  Upon receipt of the statement of Operating Costs, Tenant, at its expense, shall have the right, upon one hundred thirty 30) days written notice to Landlord, to audit or cause to be audited the financial records for the Project (including, without limitation, Landlord’s paid tax receipts) for the period reflected in such statement.  Such audit must be completed during normal business hours in the property manager’s office or other location designated by Landlord and within one hundred eighty (180) days of Tenant’s receipt of such statement.  Landlord shall credit any overpayment determined by the final approved audit report against the next Basic Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of determination.  Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within thirty (30) days of determination.  The foregoing obligations shall survive the Expiration Date.

C-3

EXHIBIT D

TENANT FINISH-WORK: ALLOWANCE

1.              Landlord shall finish out the Premises according to the Space Plan attached to this Exhibit D-2 (the “Space Plan”) and the Scope of Work attached as Exhibit D-3 (the “Scope of Work”), meaning that Landlord shall construct, at Landlord’s sole cost and expense, all of the improvements to the Premises shown or described on Exhibit D-2 and/or Exhibit D-3 (the “Initial Improvements”).  Notwithstanding anything herein to the contrary, all leasehold improvements in the Premises including existing leasehold improvements made prior to the execution of this Lease and Initial Improvements shall be constructed in good and workman like condition as of the Commencement Date of the Lease. The Initial Improvements shall include all items necessary to make the Premises be in compliance with all federal, state, county and municipals laws, ordinances, including but not limited to, the Americans with Disabilities Act, in effect as of the Commencement Date.  Landlord shall deliver the Premises to Tenant in good, vacant, broom clean condition, with all Building Systems in good working order.  Notwithstanding the foregoing to the contrary, the costs associated with the sidelights depicted on the Space Plan (including the installation thereof) shall be borne by Tenant.  Once the final costs of such sidelights has been determined, Landlord and Tenant shall enter into an amendment to this Lease whereby the amount of abated rent to which Tenant is entitled as set forth in the Basic Lease Information shall be reduced by an amount equal to the costs of such sidelights.

2.              Landlord shall diligently construct the Initial Improvements to the Premises in accordance with the Scope of Work and the Space Plan, and deliver possession of the Premises to Tenant upon completion of the Initial Improvements.  As used herein, the term “Tenant Delay” shall mean any actual delay in the Substantial Completion of the Initial Improvements specified in a written notice to Tenant delivered by Landlord within one (1) business day after the occurrence of such delay (a “Tenant Delay Notice”) due to (a) any change by Tenant to the Scope of Work, (b) any material specification by Tenant of materials or installations which were not included in the Scope of Work or the Space Plan and which, because of long lead-time requirements or shortage of supply/availability, will actually delay Substantial Completion of the Initial Improvements, (c) any other delay otherwise caused by Tenant or any Tenant Party being in possession of the Premises or not performing any express requirement of Tenant under the terms of this Lease after Landlord’s written request therefor or any interference by Tenant or any Tenant Party with Landlord’s or its contractor’s, subcontractor’s, employee’s or agent’s construction activities in connection with the Project.  For purposes of determining the Commencement Date, the Substantial Completion date shall be accelerated by one (1) day for each day of Tenant Delay specified in a Tenant Delay Notice.  As soon as the Initial Improvements have been substantially completed, subject to any remaining items which do not materially interfere with or prevent Tenant from occupying and using the Premises for the permitted uses (i.e., punch-list items), and a certificate of occupancy or its equivalent for the Premises has been obtained (“Substantial Completion”), Landlord shall notify Tenant in writing that the Premises are ready for occupancy.  Within ten (10) days thereafter, Tenant shall submit to Landlord in writing a punch list of items needing completion or correction.  Landlord shall use commercially reasonable efforts to complete such items within thirty (30) days after it receives such notice. Landlord shall allow changes to the Scope of Work and the Space Plan.  If Tenant requests any change to the Scope of Work or the Space Plan, Tenant shall submit a written change order to Landlord and Landlord shall promptly thereafter deliver to Tenant a written notice specifying all additional costs in designing and constructing the Initial Improvements as a result of such change order (taking into account any cost savings attributable to such change order or prior change orders) and Tenant shall either pay to Landlord such specified additional costs or revoke such change order.

D-1

3.             Subject to the terms and conditions of this Paragraph 3, Tenant shall have the non-exclusive right to enter the Premises and the Property during the two (2) weeks preceding the anticipated Commencement Date, for the sole purpose of installing computer systems and telephone equipment.  All such work will comply with all governmental rules and regulations, and will be coordinated with Landlord and Landlord’s contractor.  Prior to any such entry Tenant shall deliver to Landlord evidence that the insurance required under Section 10 of the Lease has been obtained.  Any such early entry by Tenant shall be on the terms of the Lease, but no Rent shall accrue until the Commencement Date occurs.  All such activities conducted by Tenant or any other Tenant Party and any such system, improvements or equipment so installed by Tenant or any Tenant Party, shall be at Tenant’s sole risk and expense and Landlord shall have no liability therefor. Tenant shall conduct its activities in the Premises so as not to interfere with Landlord's construction activities, and in the event Tenant or any Tenant Party, interferes with Landlord's construction activities any delay resulting therefrom shall constitute a "Tenant Delay".

4.             Tenant shall have the benefit of all warranties (full assigned as necessary) with respect to the Premises and the Initial Improvements.

5.             Landlord shall provide an “open book” accounting policy with respect to the cost of the Initial Improvements and in connection with any requested changes to the Space Plan or the Scope of Work so that Tenant may review the costs of such Initial Improvements and substantiate the application of the Change Order Allowance and Landlord’s determination of the aggregate cost of any change order requested by Tenant.

6.             As part of the construction services provided by Landlord hereunder, the Landlord will, at no cost to Tenant, (i) contract with the selected general contractor, (ii) manage the construction of the Initial Improvements, (iii) act as liaison between Tenant, the general contractor and the designer, and (iv) coordinate the relationship between the construction of the Initial Improvements, the Building, and the Building Systems.

D-2

EXHIBIT D-1

SHELL CONSTRUCTION

Building Structure:

Structural System	Steel columns, beams & joists
First Floor Construction	4" slab on grade over 2' select fill; 3,000 psi
Second Floor Construction	3" concrete on metal deck over bar joists
Roof Construction	3-ply built up asphalt, over R-19 insulation on metal deck over bar joists
Design Loads (Corridors)	100 lb/sf live load
Design Loads (Office Areas and Mezzanine)	50 lb/sf live load + 20 lb/sf partitions
Typical Structural Bay	30'x30'
Building Exterior	8" thick concrete tilt-wall panels; 5/8" drywall taped;
	3-5/8" studs & R-13 batt insulation
Windows	10'x10' typical openings, vision glass from 30" AFF to 10' AFF/spandrel above
Window Frames	4-1/2" deep frames, flush front glazed, Kynar finished
Window Coverings	1" Horizontal Blinds
Curtain Wall	8" deep frames, front glazed, Kynar finished
Glass	1" insulating glass, evergreen, w/16% reflective stainless steel coating
Floor-to-Floor Height	15'
Ceiling Height	10'
Elevator Size & Capacity	Hydraulic, 5'8"x 8'5", 5,000 lb. capacity
Exit Stair Floors	Carpet
Exit Stair Walls & Ceilings	Painted Drywall
Ceiling System	Beveled tegular edge grid stacked on floor, USG Eclipse tile, white, stacked
Lobby Floor	Stone Tile
Lobby Walls & Ceiling	Painted Drywall, panelized with reveals
Lobby Stair	Painted Steel, with maple and cherry veneer screen panels
Lobby Stair Carpet	Carpet Runner
Corridor	Floor Carpet
Corridor Walls	Vinyl Wall Covering & Cove Base @ corridor side only
Corridor Ceiling	2x4 Lay-in, including light fixtures, HVAC & life safety devices
Toilet Rooms/Fixtures (Mens-North)	2; each with 2 toilets (1 HC), 2 urinals, 2 lavatories
Toilet Rooms/Fixtures (Mens-South)	2; each with 2 toilets (1 HC), 2 urinals, 2 lavatories
Toilet Rooms/Fixtures (Womens-North)	2; each with 4 toilets (1 HC), 3 lavatories
Toilet Rooms/Fixtures (Womens-South)	2; each with 5 toilets (1 HC), 3 lavatories
Toilet Room Floors	Stone Tile
Toilet Room Walls	Ceramic Tile on wet walls; Vinyl Wall Covering elsewhere
Toilet Room Countertops	Granite at lavatories, Plastic Laminate elsewhere
Toilet Partitions	Plastic Laminate
Janitor’s Closets	4
Drinking Fountains	8 (4 HC)

D-3

Building Mechanical Systems:

HVAC	3; 130 ton Packaged Rooftop Units supplying Variable Air Volume
Distribution	Medium pressure ductwork in place
Terminal Units	Provided at common areas only
Control System	Stand-Alone Electrical
Diffusers	Provided at common areas only

Building Fire Protection / Life Safety:

Sprinklers	Fully Sprinklered Throughout, w/heads turned up
Head Spacing	Complies with NFPA 13
Fire Alarm System	Intelligent Addressable w/capacity for tenant connections at each floor
Alarm Devices	Visual/Audible Strobes in all common areas

Building Electrical System:

Electrical Service	TU Pad Mount transformer, 277/480 Volt 3-phase, 2000A
Electrical Design (Total)	14 Watts/sf
Electrical Design (Lighting & Power)	8 Watts/sf
Panels Provided (High Voltage)	1 @ 277/480 Volt energized panel for each building quadrant
Panels Provided (Low Voltage)	1 @ 120 Volt energized panel for each building quadrant
Panel Sizes Provided	High Voltage 400A, Low Voltage 225 A fed by a 45KVA transformer (each panel)
Building Standard Lighting	3-Lamp 18-Cell Parabolic Fluorescent, stacked on floor for lay-in ceiling
	(initial lamps included)
Fixture Ratio	1 Fixture / 100 rsf
Accent Lighting at Lobby	Compact Fluorescent Downlights
Parking Area Lighting	Metal Halide pole-mount, with Architectural enclosures
Entry Plaza Lighting	Metal Halide Bollards, at both main entrances

Unless a particular specification is stated herein or in the Lease, all construction and finish items shall be of a type determined by Landlord as standard for the Building.

D-4

EXHIBIT D-2

SPACE PLAN

D-5

 Exhibit 10.37

EXHIBIT D-3

SCOPE OF WORK

D-6

D-7

D-8

EXHIBIT E

RENEWAL OPTION

1.           Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for one (1) additional period of three (3) years on the same terms provided in this Lease (except as set forth below), by delivering written notice of the exercise thereof to Landlord not later than nine (9) months before the expiration of the initial Term.  On or before the expiration of the initial Term, Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows:

(a)           The Basic Rental payable for each month during each such extended Term shall be as provided below;

(b)           Tenant shall have no further renewal options unless expressly granted by Landlord in writing;  and

(c)           Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements.

2.           Basic Rental during the extended Term shall be equal to the then prevailing market rate for leases then being renewed or for new leases of second generation space then being entered into of equivalent quality, size, utility and location in Comparable Buildings, with the length of the extended Term, the credit standing of the Tenant, and any tenant inducements (e.g., tenant improvement allowance) taken into account.

3.           Tenant's rights under this Exhibit shall terminate if (a) this Lease or Tenant's right to possession of the Premises is terminated, (b) Tenant wrongfully assigns any of its interest in this Lease or wrongfully sublets any portion of the Premises, or (c) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof.

E-1

EXHIBIT F

PARKING

Landlord shall provide and Tenant shall be permitted the non-exclusive use of one parking space for every 250 square feet of Rentable Square Feet during the initial Term at no cost.  Such parking shall be located in the parking area associated with the Project (the "Parking Area") and shall be unassigned.

F-1

EXHIBIT G

JANITORIAL SPECIFICATIONS

1.             JANITORIAL SERVICE SPECIFICATIONS FOR TENANT SUITES, COMMON AREAS ON TENANT-OCCUPIED FLOORS AND TENANT COMPUTER ROOMS.

Services listed below shall be provided in a manner that is consistent with the operation of Comparable Buildings.

A. Nightly Services

i. All surface areas, desks, file cabinets, counter tops, book shelves, credenzas, computer screens and other equipment will be dusted.  Desk tops will be wiped down but no papers will be moved.

ii. All glass top desks, glass doors, partitions, light switches and walls will be spot cleaned to remove smudges and fingerprints.

iii. All carpeted areas will be vacuumed.  All hard surface floors will be swept with a dust mop then damp mopped.

iv. All trash receptacles and ash urns (exterior) will be emptied and cleaned.  Liners will be changed whenever necessary.  Trash/recycle will be taken to the designated areas for trash removal.

v. All stairwells will be vacuumed and swept as well as dusted.

vi. The elevator will be vacuumed and fingerprints removed from wall surfaces.

vii. All kitchen countertops, tables and cupboard doors in break rooms will be cleaned and disinfected.  Hand prints and smudges will be removed from the exterior of the refrigerator as well as any other appliances. Sinks and other chrome areas will be cleaned and polished.

viii. All fixtures and appliances in the restrooms will be cleaned and sanitized.  All chrome and mirrors will be cleaned and polished.

ix. All commodes and urinals will be cleaned with a germicidal disinfectant.  The use of an emulsion bowl cleaner will be used whenever necessary.

x. Restroom floors will be cleaned using a germicidal disinfectant.

B. Weekly Services

i. All pictures and door frames will be dusted.

ii. Partitions and walls in the restrooms will be completely wiped down with a germicidal disinfectant, unless needed more frequently (in which event, any costs associated with such additional service shall be at Tenant's sole cost and expense).

iii. All VCT floors will be buffed and carpets will be spot cleaned where needed.

C. Monthly Services

i. All mini-blinds and A/C vents will be dusted.

ii. Sanitize all telephones.

iii. Clean entire interior glass partitions and doors.

iv. All VCT floors will be waxed (more often as necessary) and baseboards polished.

D. Annual/Biannual Services

i. The interior of all exterior windows will be cleaned at least once per year, and the exterior of all exterior windows will be cleaned at least twice per year.

G-1

EXHIBIT H

SIGNAGE CRITERIA

SIGN CRITERIA

General: The purpose of these sign criteria is to create a graphic environment that expresses a distinctive identity for the Tenant in a way that is compatible with other signs on this and future buildings.  Graphics should project quality, professionalism and a positive business image.  Lettering shall be well proportioned and its proper spacing and legibility are important considerations.  The names, logos or decals of manufacturers or installers shall not be visible except for information (if any) required by governing authorities.

Rights to Signage and Location: Each tenant may have identification on the building directory, corridor mounted sign provided by the Landlord indicating the tenant’s name and suite number and other tenant signage including tenant logos and trade marks installed on the tenant’s glass door or sidelight, subject to the prior approval of the Landlord and installed at tenant’s expense.  Requests for additional tenant identification or non-standard signage will be reviewed by the Landlord.  The Landlord reserves the right to reject requests for additional or non-standard tenant signage without qualification.

Exterior building-mounted and site monument-mounted space is reserved for the three largest tenants as identified in each lease agreement.  Location rights for signage on the building and ground-mounted monuments will be determined by the Landlord based on lease size.  Sign locations facing International Parkway and placement of graphics on monument signs will be reserved for tenants leasing larger spaces.

Signage Requirements: The following requirements apply to the design of your sign; however, in all cases, written approval must be obtained from the Landlord prior to the manufacture or installation of any signage.  The Landlord reserves the sole right to make all determinations concerning interpretation of this sign policy.

Written approval by the Landlord and conformance with these criteria does not imply conformance with any applicable sign ordinances.  The signage subcontractor is responsible for verifying with local authorities to ensure compliance with all applicable codes and ordinances.  All permits and approvals are to be forwarded to the Landlord prior to sign fabrication.

Prior to awarding a contract for fabrication and installation, the Tenant is required to submit three (3) sets of drawings for final review and approval to:

Billingsley Development Corporation

4100 International Parkway

Suite 1100

Carrollton, Texas 75007

Specific submittal requirements appear under each signage type.

H-1

Disallowed Signage: The following signage is not allowed:

1           Secondary entry signs.

2           Roof signs or box signs.

3           Cloth signs.

4           Exposed seam tubing.

5           Animated or moving components.

6           Intermittent or flashing illumination.

7           Iridescent painted signs.

8           Letters mounted or painted on illuminated panels.

9           Signs or letters painted directly on any surface except as herein provided.

10         Temporary Signage.

B           Sign Type Specifications

Site Monument Signs: Subject to the terms and conditions of the Lease and as stipulated in this section, monument signs shall conform to Exhibit M and the following criteria:

Submittal to Landlord: Tenant submittals shall include an elevation of the monument sign, drawn to a minimum scale of 1/4" = 1'-0".  Drawing shall indicate the type, color and thickness of materials, finish and mounting.  Tenant’s sign contractor shall first visit the site to verify existing conditions prior to preparation of submittal.

Signage Design: At single-tenant buildings, signs shall be ten inch (10") high metal letters with black baked-on gloss finish, in Universe 67 font.  At multi-tenant buildings, signs shall be 6" high metal letters with black baked-on gloss finish, in Universe 67 font.  All letters shall be upper case.  Logos in addition to signage must be approved in advance by the Landlord.

Exterior Building Mounted Signage: Subject to the terms and conditions of the Lease and as stipulated in this section, building mounted signage shall conform to Exhibit N and the following criteria:

Submittal to Landlord: Tenant submittals shall include an elevation of the affected building facade and proposed sign, drawn to a minimum scale of 1/4" = 1'-0".  Drawings must include a cross-section showing electrical connections and proposed methods of attachment to building.  Drawing shall indicate the type, color, thickness and type of materials, finish used on return and type of illumination.  Tenant’s sign contractor shall visit the site to verify existing conditions prior to preparation of shop drawings and to obtain information needed to prepare these submittals.

Signage Design: Any letter style (block or script) may be used, subject to approval of the Landlord.  Upper and lower case letters are permitted.  Landlord will have final review over height increases for script letters.  Proposed logos in addition to signage must be approved by the Landlord.  Logos must be in proportion to the height of parapet and lettering and in same color as signage.  Box type signs are not permitted.

H-2

Sign Construction: Exterior building mounted signs shall be internally illuminated acrylic faced individual letters mechanically attached to the non-glass portion of the building face.  Letters shall appear black when not illuminated, white when illuminated.  Letters shall be constructed of 1/8” thick Rohm & Haas Plexiglass (color #3063) faces with minimum .063 gauge aluminum returns and minimum .080 gauge aluminum backs.  Aluminum joints are to be fully welded.  Mechanical joining is not allowed.  No armor plate or wood may be used in the manufactured returns.  Returns are to be painted flat black.  The trim cap is to be one inch (1") flat black “Jewel Lite.”

Signage Size/Length/Area: Height of letters shall not exceed thirty inches (30").  Multiple rows of lettering are not to exceed thirty inches (30") in height including spaces between rows.  The minimum letter size is twelve inches (12").  The individual letter depth is six inches (6") minimum, or as required to diffuse neon stroke for uniform appearance.  The maximum allowable signage length and area will be determined by the Landlord.

Illumination and Wiring: All signs must be UL labeled and be installed according to all applicable codes and the National Electrical Code.  Lamps shall be 15mm and 30mm, 6500 degree white neon tubing.  Quantity and placement of neon shall be adequate to provide uniform lighting across the entire width and length of each letter.  Transformers and secondary wiring are to be concealed behind parapets or within the ceiling plenum.  Electrical power shall be brought to the required location at Tenant’s sole expense.  Conduit, wiring and similar components shall not be visible from the ground.  Final electrical connection of sign to transformer box must be performed by a licensed electrician approved by Landlord.  Timer controls for all signs are to be set per Landlord requirements.

Signage Installation: Letters are to be located on the building as determined by the Landlord.  Attachment of the sign is to be made using non-corrosive mechanical fasteners into nominal 8” thick reinforced concrete tilt-wall panels.  Tenant will be responsible for all damage to the building incurred during sign installation or removal.  Upon removal of the sign, the Tenant will be responsible for repair and refinishing of all affected building surfaces.

Interior Signs: Interior signs identifying fixed building elements, suite numbers and a building directory identifying tenant names and suite numbers will be provided by the Landlord. Tenant Identification signs (Tenant name, logo) for suite entries are to be provided by each tenant.  Sign size and location shall comply with all local codes and ordinances, as well as ADA/TAS.  Shell Building Interior signage comprises:

1 Building directory (lobby)

2  Tenant suite number identification

3  Stair identification

4  Restroom identification

5  Mechanical spaces

6  Emergency egress directions

H-3

Tenant signs within the lease space are allowed, and will be provided by tenant.  Size, color and configuration shall be compatible with the building standard graphics.  Content of the signs shall be at the tenant’s option subject to approval by the Landlord.

Interior Signage Design and Construction:

Building Directory comprises a 24” X 30” thermoplastic plate with raised Universe 65 text.  Tenant name and suite numbers are silk-screened onto thermoplastic plate.

Tenant Suite Identification signs are 6” x 6” thermoplastic plate, with a coated background, and black faced raised text.  Text is Universe 65.  Braille characters are raised and coated to match the sign color.

Stair, Restroom, Mechanical and Emergency Egress Identification signs are 4” x 6” thick thermoplastic plate, and black faced raised text.  Text is Universe 65.  Braille characters are raised magnesium.  Raised black pictograms are provided for Men’s Room, Women’s Room, and Stairs.

Tenant Identification Signage: Tenant Identification signs may be of any letter style or design, provided they are sized and located according to the following requirements.

Submittal to Landlord: Submittals for Tenant Identification shall include a dimensioned elevation of the sign and the affected surrounding architectural elements (doors, glass etc.) drawn to a minimum 1/4" = 1'-0" scale.  Drawing shall indicate the type, color and thickness of sign materials and the proposed mounting method.  Tenant shall submit a sample of all sign materials in the finishes and colors specified on the drawings.  All such signs shall be mounted on glass doors or glass sidelights.  Sign submittals shall include samples of the glass if other than clear glass.  Tenant’s sign contractor shall visit the site to verify existing conditions prior to preparation of shop drawings.

Signage Design and Construction: Signs may be text or graphic designs or a combination of both, subject to the size and placement requirements outlined below.  Signs may be of any building standard sign material and color or other materials and colors subject to written approval from the Landlord.  Signs may not be constructed of wood or any combustible material.  Signs located on glass, is restricted to painted, vinyl or screened lettering or graphics placed on the tenant side of the glass, and not projecting more than 1/32” from the glass surface.  Illuminated Tenant Identification signage is prohibited.

Signage Size: No Tenant Identification sign may exceed twenty-four inches (24”) high maximum, forty-eight inches (48”) wide maximum and four (4) square feet in area, as defined by a rectangle surrounding a regularly shaped sign, or as defined in the case of an irregularly shaped sign by a rectilinear perimeter of not more than eight (8) straight lines enclosing the extreme limits of any figure or character.

Signage Placement: Tenant Identification signage is restricted to the following two locations:

1 Glass on tenant door (all tenant doors are to be glass)

2 Glass on tenant entry sidelight (all tenant entries are to include glass sidelight – space permitting.

H-4

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of June 7, 2010 (the “Effective Date”), by and between ARI-INTERNATIONAL BUSINESS PARK, LLC, ARI-IBP 1, LLC, ARI-IBP 2, LLC, ARI-IBP 3, LLC, ARI-IBP 4, LLC, ARI-IBP 5, LLC, ARI-IBP 6, LLC, ARI-IBP 7, LLC, ARI-IBP 8, LLC, ARI-IBP 9, LLC, ARI-IBP 11, LLC and ARI-IBP 12, LLC, each a Delaware limited liability company (“Landlord”) acting by and through Billingsley Property Services, Inc., as agent for Landlord, and REACHLOCAL, INCORPORATED, a Delaware corporation (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated February 2, 2010 (the “Original Lease”), with respect to certain office space more particularly described therein (the “Original Premises”) known as Suite 1200 of the office building (the “Building”) whose street address is 6504 International Parkway, Plano, Texas 75093; and

WHEREAS, Landlord and Tenant now desire to amend the Lease to, among other things, expand the Premises under the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Landlord and Tenant hereby agree as follows:

1. Defined Terms.  The capitalized terms used herein and not otherwise defined herein shall have the same meaning as ascribed thereto in the Lease.

2. Expansion Premises.  Commencing on September 1, 2010 (the “Expansion Date”), the Premises shall be automatically expanded to include approximately ten thousand eight hundred twenty (10,820)square feet of rentable area known as Suite 1000 of the Building, as shown on Exhibit A attached hereto and made a part hereof (the “Expansion Premises”).  As of the Expansion Date, the total square feet of rentable area in the Premises shall be approximately eighteen thousand one hundred fourteen (18,114) square feet.

The Expansion Premises shall be added to and become part of the Premises on the Expansion Date for all purposes of the Lease without any further action on behalf of Landlord or Tenant and shall be subject to all of the terms and conditions of the Lease applicable to the Premises, including, without limitation, Tenant’s obligation to pay Basic Rental, Tenant’s share of Electrical Costs, Excess (if any), and all other sums that Tenant may owe to Landlord in accordance with the Lease, subject to the modifications contained in this First Amendment.

FIRST AMENDMENT TO LEASE AGREEMENT Page 1           

3. Lease Term for the Expansion Premises.  The lease term for the Expansion Premises shall commence upon the Expansion Date and shall expire as to the Expansion Premises on the date upon which the Lease expires as to the Original Premises (January 31, 2014).

4. Condition of the Expansion Premises.  Tenant has made a complete examination and inspection of the Expansion Premises and accepts the same in its current condition, as-is, without recourse to Landlord, and Landlord shall have no obligation to complete any improvements to the Expansion Premises, or pay any allowances or costs applicable thereto, except for those items specifically listed on Exhibit B attached hereto and made a part hereof.  ADDITIONALLY, LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE EXPANSION PREMISES.  ALL IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

5. Basic Rent.  Commencing on the Expansion Date, the Basic Rental for the entire Premises shall be the following amounts for the following periods of time:

Dates	Annual Rate per Rentable Square Feet	Basic Monthly Rental
Commencement Date - 12/31/11	$17.50	$26,416.25
1/1/12 - 12/31/12	$18.00	$27,171.00
1/1/13 - 12/31/13	$18.50	$27,925.75
1/1/14 - 1/31/14	$19.00	$28,680.50

As provided in the Basic Rental provision in the Basic Lease Information of the Lease, Basic Rental shall be conditionally abated for the entire Premises until December 31, 2010.

6. Tenant’s Proportionate Share.  As of the Expansion Date, the definition of “Tenant’s Proportionate Share” in the Basic Lease Information of the Lease shall be amended to replace the reference to “6.8595%” with “17.0350%”.

FIRST AMENDMENT TO LEASE AGREEMENT Page 2           

7. Furniture.  Landlord hereby conveys to Tenant, and Tenant hereby accepts from Landlord, the furniture in the Premises belonging to Landlord and more particularly described on Exhibit C attached hereto and made a part hereof (the "Furniture") for a purchase price of One and No/100 Dollar ($1.00).

TENANT UNDERSTANDS AND AGREES THAT THE FURNITURE IS BEING SOLD AND CONVEYED "AS IS", "WHERE IS", "WITH ALL FAULTS" THAT MAY EXIST AS OF THE EFFECTIVE DATE, AND WITH ANY AND ALL LATENT AND PATENT DEFECTS.  LANDLORD SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE WITH RESPECT TO THE FURNITURE AND TENANT HEREBY EXPRESSLY WAIVES ANY IMPLIED COVENANTS, WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER WITH RESPECT TO THE FURNITURE, ITS CONDITION IN COMPLIANCE WITH LAWS, INCOME TO BE DERIVED THERE FROM, OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES RELATING TO THE FURNITURE, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE FURNITURE.

8. Brokerage Commissions.  Except for the commission payable to Peloton Real Estate Partners and Studley, Inc. (collectively, the "Brokers"), which commission is governed by separate agreement by and between Landlord and each Broker, Tenant hereby warrants and represents that it has not dealt with any other brokers or intermediaries entitled to any compensation in connection with this First Amendment.  Except for Brokers, Landlord hereby warrants and represents to Tenant that it has not dealt with any brokers or intermediaries entitled to any compensation in connection with this First Amendment.  Each party hereby indemnifies the other party against any and all liabilities, costs and expenses resulting from a breach by the indemnifying party of the foregoing representation.  The obligations set forth in this Paragraph 8 shall survive any termination of the Lease.

9. Conflict.  In the event any of the terms of the Lease conflict with the terms of this First Amendment, the terms of this First Amendment shall control.  Except as amended hereby, all terms and conditions of the Lease shall remain in full force and effect, and Landlord and Tenant hereby ratify and confirm the Lease as amended hereby.  The Lease, as amended herein, constitutes the entire agreement between the parties hereto and no further modification of the Lease shall be binding unless evidenced by an agreement in writing signed by Landlord and Tenant.

10. Counterparts.  This First Amendment may be executed in any number of identical counterparts each of which shall be deemed to be an original and all, when taken together, shall constitute one and the same instrument.

FIRST AMENDMENT TO LEASE AGREEMENT Page 3          

EXECUTED on the Effective Date set forth above.

LANDLORD:
ARI-INTERNATIONAL BUSINESS PARK, LLC, ARI-IBP 1, LLC, ARI-IBP 2, LLC, ARI-IBP 3, LLC, ARI-IBP 4, LLC, ARI-IBP 5, LLC, ARI-IBP 6, LLC, ARI-IBP-7, LLC, ARI-IBP 8, LLC, ARI-IBP 9, LLC, ARI-IBP 11, LLC, ARI-IBP 12, LLC,
each a Delaware limited liability company
By:	Billingsley Property Services, Inc.,
	a Texas corporation,
	as Agent

By:	/s/ Joel M. Overton, Jr.
Name:	Joel M. Overton, Jr.
Title:	Senior Vice President

TENANT:

REACHLOCAL, INCORPORATED,

a Delaware corporation

By:	/s/ Ross G. Landsbaum
Name:	Ross G. Landsbaum
Title:	CFO

SIGNATURE PAGE TO FIRST AMENDMENT Page 4           

EXHIBIT A

The Expansion Premises

EXHIBIT A, The Expansion Premises (Solo Page)

EXHIBIT B

Landlord’s Work

Reach Local

6504 International Parkway, Suite 1000

Pricing/Construction Scope of Work

5/10/10

Page of 4

Project Scope

q 10,820 rsf of renovated office interior construction

q Modify existing HVAC system.

q Existing tenants in adjacent spaces (beside and below). Normal working hours 7 AM to 7 PM (M-F) except for noisy work which must be performed after hours. Overtime weekday and weekends as required to meet schedule, but are not anticipated.

q All permits by GC

q Asbestos survey and Energy compliance for permit by Tenant

q Substantial completion September 1,2010.

q Keying by A-1 Locksmiths under GC contract

q HVAC Test and Balance and Testing under GC Contract

Demolition

q Demo and modify all existing interior walls and millwork and remove to accommodate new construction room F. See attached as built for demo walls.

q Remove built in reception desk at room A.

q Demo telephone carrels room D.

q Demo 2 front conference rooms and movable panel wall room C.

q Demo west wall millwork in room B

q Remove 2 doors into kitchen from room E.

q Demo east wall covering at window wall.

Drywall/Acoustical

q New Drywall Interior Partition – 10’-0” height, 2 1/2“x22 ga stl studs @ 24” o.c. w/ 5/8” gypsum board each side as shown on plan.

q Add wall patch at existing window between room A & B.

q Patch and Repair existing ceiling due to demolition and new construction room F and C.

q New construction at Room F to include new IT room with 4x8 backboard.

EXHIBIT B, Landlord’s Work Page B-1         

Reach Local

6504 International Parkway, Suite 1000

Pricing/Construction Scope of Work

5/10/10

Page 2 of 4

Doors/Frames/Hardware

q New Herculite door and sidelight with Transom at front entry.

Card Key Security

q By Tenant.

Paint & Wallcovering

q All new walls are light texture and standard eggshell finish paint. Color TBD.

Flooring

q Install new carpet to match existing at affected areas. Room F to receive carpet to match existing in room C. Allowance not to exceed $20.00 sy installed. Color and style to be determined.

Specialties

q Relocate electric screen and switch from east wall to west wall.

Millwork

q Existing to remain, ensure doors and drawers are all operational  in current condition.

Blinds                      

q Modify/Replace/Repair as needed due to new construction.

Fire Protection

q Modify and add building fire sprinkler drops to accommodate the lease plan.

q Remove any unnecessary smoke detectors in suite

EXHIBIT B, Landlord’s Work Page B-2         

Reach Local

6504 International Parkway, Suite 1000

Pricing/Construction Scope of Work

5/10/10

Page 3 of 4

Plumbing- Kitchen Equipment

q All Appliances by Tenant.

HVAC

q Modify existing HVAC system. Relocate T stats as needed due to new construction.

q HVAC requirements TBD for IT room.

Electrical

q Provide and install new fluorescent light fixtures as needed due to new office construction at Room F.

q Place all light fixture control for lights within new demised space on switches within the space.

q New Server/Data: electrical needs TBD.

q Approx 80 cubicle carrels, Approx 12 connections  wall connections for systems furniture. Whips and cubicles provided by Tenant, connection to floor/column/wall connections and furniture by GC.

q Approx 12 each column/wall connections for data runs to server room from systems furniture

Life Safety/Fire Alarm

q Smoke detectors furnished and installed per building code requirements. Access control devices connected to building fire alarm system per building code requirements.

EXHIBIT B, Landlord’s Work Page B-3         

Reach Local

6504 International Parkway, Suite 1000

Pricing/Construction Scope of Work

5/10/10

Page 4 of 4

Miscellaneous, Adds and Exclusions

1) Data and communications wiring, terminating devices, equipment, labor and installation is by others.

2) Architectural and Engineered plans, associated plan reviews, ADA reviews, asbestos reviews are not included in this scope.

3) Appliances in addition to Owner provided in As-is condition to be provided by Tenant.

4) Specifications for doors and hardware:

Door Frames:                           RACO “Classic Prestige”, or Alumax “Falcon”, or Wilson Partitions “Projected Profile”. Clear aluminum.

Doors:                                3-0 x 9-0 x 1 ¾” Five-Ply solid core, flush slab

Stained veneer, slip matched, stained finish to match existing.

Mortise Sets:                      Sargent 8100 Series, LNH Lever Trim

US26, Polished Chrome

Key:                      Yale GC keyway

Hinges:                      Hager, McKinney, or Stanley

4 ½” x 4 ½”, 5-Knuckle, non-removable pin at corridors

4 ½” x 4 ½”, 5-Knuckle, non-rising pin at corridors

US26, Polished Chrome

Closer:                      Yale to match existing

Stops:           Floor mounted stops in polished or satin stainless steel.

 

EXHIBIT B, Landlord’s Work Page B-4        

EXHIBIT C

Furniture

EXHIBIT C, Furniture Page C-1         

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made and entered into as of March 23, 2011 (the “Effective Date”), by and between ARI-INTERNATIONAL BUSINESS PARK, LLC, ARI-IBP 1, LLC, ARI-IBP 2, LLC, ARI-IBP 3, LLC, ARI-IBP 4, LLC, ARI-IBP 5, LLC, ARI-IBP 6, LLC, ARI-IBP 7, LLC, ARI-IBP 8, LLC, ARI-IBP 9, LLC, ARI-IBP 11, LLC and ARI-IBP 12, LLC, each a Delaware limited liability company (“Landlord”) acting by and through Billingsley Property Services, Inc., as agent for Landlord, and REACHLOCAL, INC., a Delaware corporation (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated February 2, 2010 (the “Original Lease”), with respect to certain office space more particularly described therein (the “Original Premises”) known as Suite 1200 of the office building (the “Building”) whose street address is 6504 International Parkway, Plano, Texas 75093; and

WHEREAS, Landlord and Tenant entered into that certain First Amendment to Lease dated June 7, 2010 (the “First Amendment”; the Original Lease, as amended by the First Amendment is referred to herein as the “Lease”) wherein the Tenant expanded its leased premises to include Suite 1000 of the Building, consisting of approximately 10,820 square feet of rentable area (the “First Expansion Premises”), thereby bringing the Total Rentable Square Feet in the Premises to 18,114;

WHEREAS, Landlord and Tenant now desire to amend the Lease to, among other things, again expand the Premises under the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Landlord and Tenant hereby agree as follows:

1.           Defined Terms.  The capitalized terms used herein and not otherwise defined herein shall have the same meaning as ascribed thereto in the Lease.

2.           Expansion Premises.  Commencing on the Second Expansion Date (defined below), the Premises shall be automatically expanded to include approximately 16,284 square feet of rentable area known as Suite 2100 of the Building, as shown on Exhibit A attached hereto and made a part hereof (the “Second Expansion Premises”).  As of the Second Expansion Date, the Total Rentable Square Feet in the Premises shall be approximately 34,398 square feet.  The Second Expansion Premises shall be added to and become part of the Premises on the Second Expansion Date for all purposes of the Lease without any further action on behalf of Landlord or Tenant and shall be subject to all of the terms and conditions of the Lease applicable to the Premises, including, without limitation, Tenant’s obligation to pay Basic Rental, Tenant’s share of Electrical Costs, Excess (if any), and all other sums that Tenant may owe to Landlord in accordance with the Lease, subject to the modifications contained in this Second Amendment.

 

SECOND AMENDMENT TO LEASE AGREEMENT Page 1        

3.           Second Expansion Date.  As used herein, the term “Second Expansion Date” means the earliest of (a) the date on which Tenant occupies any portion of the Second Expansion Premises and begins conducting business therein, (b) the date on which the Work (as defined in Exhibit B hereto) in the Premises is Substantially Completed (as defined in Exhibit B hereto), or (c) the date on which the Work in the Premises would have been Substantially Completed but for the occurrence of any Tenant Delay Days (as defined in Exhibit B hereto).  Landlord and Tenant presently anticipate that possession of the Second Expansion Premises will be tendered to Tenant on or about June 1, 2011 (the “Estimated Delivery Date”).  If Landlord is unable to tender possession of the Second Expansion Premises to Tenant by the Estimated Delivery Date, then (a) the validity of this Second Amendment shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Second Expansion Premises when Landlord tenders possession thereof to Tenant.

4.           Lease Term for the Second Expansion Premises.  The lease term for the Second Expansion Premises shall commence upon the Second Expansion Date and shall expire as to the Second Expansion Premises on the date upon which the Lease expires as to the Original Premises (January 31, 2014).

5.           Condition of the Second Expansion Premises.  Tenant has made a complete examination and inspection of the Second Expansion Premises and accepts the same in its current condition, as-is, without recourse to Landlord; provided, however, Landlord shall construct the Work in the Second Expansion Premises as provided in Exhibit B hereto.

6.           Basic Rent.  Commencing on the Second Expansion Date, the Basic Rental for the entire Premises shall be the following amounts for the following periods of time:

Dates	Rentable Square Feet in the Premises	Annual Rate per Rentable Square Foot	Basic Monthly Rental
Second Expansion Date through December 31, 2011	34,398	$17.50	$50,163.75
January 1, 2012 through December 31, 2012	34,398	$18.00	$51,597.00
January 1, 2013 through December 31, 2013	34,398	$18.50	$53,030.25
January 1, 2014 through January 31, 2014	34,398	$19.00	$54,463.50

SECOND AMENDMENT TO LEASE AGREEMENT Page 2        

The schedule of Basic Rent provided in this Section 6 is independent of Tenant’s obligations pursuant to that Temporary License Agreement dated February 1, 2011 between Landlord and Tenant (the “License Agreement”).  The License Term (as defined in the License Agreement) shall expire upon the Second Expansion Date; provided, however, that Tenant may remain in the Designated Premises (as defined in the License Agreement) following the expiration of the License Term for a period not to exceed 10 days; provided, further, that Tenant shall pay to Landlord for each such day Tenant remains in the Designated Premises beyond the expiration of the License Term an amount equal to $457.72, plus Licensee’s Proportionate Share of electrical costs for the Building (as set forth in the License Agreement) for such period.

7.           Population Density.  Landlord and Tenant agree that the population density within the Second Expansion Premises shall at no time exceed seven persons for each 1,000 square feet of rentable area located therein.  If the population density within the Second Expansion Premises exceeds four persons for each 1,000 square feet of rentable area located therein (“Building-Standard Density”) during any calendar quarter during the lease term (other than on a temporary basis for meetings and conferences), then Basic Rental with respect to the Second Expansion Premises shall be increased, prospectively, as follows:

If the population density in the Second Expansion Premises is (each a “Density Band”):	then the then-applicable Annual Rate per Rentable Square Foot in the Second Expansion Premises shall be increased by:	which is an increase to the then-current Basic Monthly Rental due of:
greater than Building-Standard Density but less than five persons for each 1,000 square feet of rentable area	$0.30	$407.10
equal to or greater than five persons for each 1,000 square feet of rentable area, but less than six persons for each 1,000 square feet of rentable area	$0.60	$814.20
equal to or greater than six persons for each 1,000 square feet of rentable area, but less than or equal to seven persons for each 1,000 square feet of rentable area	$1.90	$2,578.30

On the first day of each calendar quarter during the lease term, an officer of Tenant shall certify in a written letter to Landlord the current population density in the Second Expansion Premises, and, should such certification indicate a population density therein greater than the Building-Standard Density, then Tenant shall pay the applicable increased Basic Rental during such calendar quarter as set forth above.  Further, Tenant shall immediately notify Landlord if, after the first day of such calendar quarter, the population density of the Second Expansion Premises increases such that it falls within a higher Density Band, and, effective with such increase in the population density, Tenant shall pay increased Basic Rental as set forth above for the remainder of such calendar quarter.  For example, if, upon January 1, 2012, the population density within the Second Expansion Premises is 4.5 persons per 1,000 square feet of rentable area therein, then commencing on such date, the monthly Basic Rental due with respect to the Second Expansion Premises shall be $24,833.10 (or, on an annualized basis, $18.30 per Rentable Square Foot therein).  By way of further example, if, on March 1, 2012, the population density in the Second Expansion Premises increases to 5.2 persons per 1,000 square feet of rentable area therein, then, commencing upon such date, the monthly Basic Rental due with respect to the Second Expansion Premises shall be $25,240.20 (or, on an annualized basis, $18.60 per Rentable Square Foot therein).  Under no circumstances shall Tenant be entitled to a downward adjustment of Basic Rental during the course of any calendar quarter; provided, however, that Basic Rental may be adjusted downward based upon the population density within the Second Expansion Premises as it exists on the first day of a calendar quarter.  Landlord may request reasonable documentation from Tenant substantiating Tenant’s calculation of the population density within the Second Expansion Premises and may, in its discretion, verify such calculation using any reasonable method.  At no time shall the population density within the Second Expansion Premises exceed 7 persons per 1,000 square feet of rentable area therein.  Nothing in this Paragraph 7 shall increase Landlord’s obligations under the Lease with respect to parking.

SECOND AMENDMENT TO LEASE AGREEMENT Page 3        

8.           Tenant’s Proportionate Share.  As of the Second Expansion Date, the Tenant’s Proportionate Share shall be 32.3490%.

9.           Operating Expenses.

a.           The first sentence of Section 1 of Exhibit C to the Original Lease is hereby deleted in its entirety and replaced with the following:  “Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds the 2010 actual Basic Costs per Rentable Square Foot in the Building (the “Expense Stop”), by (b) the Rentable Square Feet in the Premises.”

b.           The Expense Stop shall be separately calculated for the Second Expansion Premises, based upon 2011 actual Basic Costs per Rentable Square Foot in the Building.

10.           Brokerage Commissions.  Except for the commission payable to Peloton Real Estate Partners, Studley, Inc., and Billingsley Property Services, Inc. (collectively, the "Brokers"), which commission is governed by separate agreement by and between Landlord and each Broker, Tenant hereby warrants and represents that it has not dealt with any other brokers or intermediaries entitled to any compensation in connection with this Second Amendment.  Except for Brokers, Landlord hereby warrants and represents to Tenant that it has not dealt with any brokers or intermediaries entitled to any compensation in connection with this Second Amendment.  Each party hereby indemnifies the other party against any and all liabilities, costs and expenses resulting from a breach by the indemnifying party of the foregoing representation.  The obligations set forth in this Paragraph 10 shall survive any termination of the Lease.

SECOND AMENDMENT TO LEASE AGREEMENT Page 4        

11.           Conflict; Ratification.  In the event any of the terms of the Lease conflict with the terms of this Second Amendment, the terms of this Second Amendment shall control.  Except as amended hereby, all terms and conditions of the Lease shall remain in full force and effect.  Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full force and effect, (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant, and (c) except as expressly provided for in this Second Amendment, all tenant finish-work allowances provided to Tenant under the Lease or otherwise, if any, have been paid in full by Landlord to Tenant, and Landlord has no further obligations with respect thereto.  The Lease, as amended herein, constitutes the entire agreement between the parties hereto and no further modification of the Lease shall be binding unless evidenced by an agreement in writing signed by Landlord and Tenant.

12.           Counterparts.  This Second Amendment may be executed in any number of identical counterparts each of which shall be deemed to be an original and all, when taken together, shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

SECOND AMENDMENT TO LEASE AGREEMENT Page 5        

EXECUTED on the Effective Date set forth above.

LANDLORD: ARI-INTERNATIONAL BUSINESS PARK, LLC, ARI-IBP 1, LLC, ARI-IBP 2, LLC, ARI-IBP 3, LLC, ARI-IBP 4, LLC, ARI-IBP 5, LLC, ARI-IBP 6, LLC, ARI-IBP-7, LLC, ARI-IBP 8, LLC, ARI-IBP 9, LLC, ARI-IBP 11, LLC, ARI-IBP 12, LLC, each a Delaware limited liability company
By:	Billingsley Property Services, Inc., a Texas corporation, as Agent
	By:	/s/ Kenneth D. Mabry
	Name:	Kenneth D. Mabry
	Title:	Sr. Vice President

TENANT: REACHLOCAL, INC., a Delaware corporation
	By:	/s/ Ross G. Landsbaum
	Name:	Ross G. Landsbaum
	Title:	CFO

SIGNATURE PAGE TO SECOND AMENDMENT Page 6        

EXHIBIT A

The Second Expansion Premises

EXHIBIT A, The Expansion Premises (Solo Page)

EXHIBIT B

TENANT FINISH-WORK: ALLOWANCE

(Landlord Performs the Work)

1.           Acceptance of Premises.  Except as set forth in this Exhibit, Tenant accepts the Second Expansion Premises in their “AS-IS” condition on the date that this Second Amendment is entered into; provided, however, that, following the surrender of the Second Expansion Premises by the tenant currently in possession thereof, Landlord shall cause the Second Expansion Premises to be returned to broom-clean condition.

2.           Space Plans.

(a)           Preparation and Delivery.  On or before the tenth day following the date of this Second Amendment (such earlier date is referred to herein as the “Space Plans Delivery Deadline”), Tenant shall deliver to Landlord a space plan prepared by a design consultant reasonably acceptable to Landlord (the “Architect”) depicting improvements to be installed in the Original Premises, the First Expansion Premises, or the Second Expansion Premises (the “Space Plans”).

(b)           Approval Process.  Landlord shall notify Tenant whether it approves of the submitted Space Plans within five business days after Tenant’s submission thereof.  If Landlord disapproves of such Space Plans, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within three business days after such notice, revise such Space Plans in accordance with Landlord’s objections and submit to Landlord for its review and approval.  Landlord shall notify Tenant in writing whether it approves of the resubmitted Space Plans within three business days after its receipt thereof.  This process shall be repeated until the Space Plans have been finally approved by Landlord and Tenant.  If Landlord fails to notify Tenant that it disapproves of the initial Space Plans within five business days (or, in the case of resubmitted Space Plans, within three business days), then such submission shall be deemed approved by Landlord if, within five (5) business days after Tenant delivers to Landlord a second request for Landlord’s approval of the same, Landlord fails to either approve of or disapprove of such Space Plans.  If Tenant fails to timely deliver such Space Plans, then each day after the Space Plans Delivery Deadline that such Space Plans are not delivered to Landlord shall be a Tenant Delay Day (defined below).

 (c)           Landlord’s Approval; Performance of Work.  If any of Tenant’s proposed construction work will affect the Building’s structure or the Building Systems, then the Space Plans pertaining thereto must be approved by the Building’s engineer of record.  Landlord’s approval of such Space Plans shall not be unreasonably withheld, provided that (1) they comply with all laws, (2) the improvements depicted thereon do not adversely affect (in the reasonable discretion of Landlord) the Building’s structure or the Building Systems (including the Building’s restrooms or mechanical rooms), the exterior appearance of the Building, or the appearance of the Building’s common areas or elevator lobby areas, (3) such Space Plans are sufficiently detailed to allow construction of the improvements in a good and workmanlike manner, and (4) the improvements depicted thereon conform to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant).  As used herein, “Work” means all improvements to be constructed in accordance with and as indicated on the Space Plans, together with any work required by governmental authorities to be made to other areas of the Building as a result of the improvements indicated by the Space Plans.  Landlord’s approval of the Space Plans shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be the consent of Landlord thereto.  Tenant shall, at Landlord’s request, sign the Space Plans to evidence its review and approval thereof.  After the Space Plans have been approved, Landlord shall cause the Work to be performed in substantial accordance with the Space Plans.

EXHIBIT B Page B-1         

4.           Bidding of Work.  Prior to commencing the Work, Landlord shall competitively bid the Work to three contractors approved by Landlord (one of which contractors shall be MCL Construction LLC).  Tenant shall be allowed to review the submitted bids from such contractors to value engineer any of Tenant’s requested alterations.  In such case, Tenant shall notify Landlord of any items in the Space Plans that Tenant desires to change within three business days after Landlord’s submission thereof to Tenant.  If Tenant fails to notify Landlord of its election within such three business day period, Tenant shall be deemed to have approved the bids.  Within five business days following Landlord’s submission of the initial construction bids to Tenant under the foregoing provisions (if applicable), Tenant shall have completed all of the following items: (a) finalized with Landlord’s representative and the proposed contractor, the pricing of any requested revisions to the bids for the Work, and (b) approved in writing any overage in the Total Construction Costs in excess of the Construction Allowance and any value engineering, failing which each day after such five business day period shall constitute a Tenant Delay Day.

5.           Change Orders.  Tenant may initiate changes in the Work.  Each such change must receive the prior written approval of Landlord, such approval not to be unreasonably withheld or delayed; however, (a) if such requested change would adversely affect (in the reasonable discretion of Landlord) (1) the Building’s structure or the Building systems (including the Building’s restrooms or mechanical rooms), (2) the exterior appearance of the Building, or (3) the appearance of the Building’s common areas or elevator lobby areas, or (b) if any such requested change might delay the Second Expansion Date, Landlord may withhold its consent in its sole and absolute discretion.  Landlord shall, upon completion of the Work, cause to be prepared an accurate architectural “as-built” plan of the Work as constructed, which plan shall be incorporated into this Exhibit B by this reference for all purposes.  If Tenant requests any changes to the Work described in the Space Plans, then such increased costs and any additional design costs incurred in connection therewith as the result of any such change shall be added to the Total Construction Costs.

6.           Definitions.  As used herein, a “Tenant Delay Day” means each day of delay in the performance of the Work that occurs (a) because Tenant fails to timely furnish any information or deliver or approve any required documents such as the Space Plans (whether preliminary, interim revisions or final), pricing estimates, construction bids, and the like, (b) because of any change by Tenant to the Space Plans, (c) because Tenant fails to attend any meeting with Landlord, the Architect, any design professional, or any contractor, or their respective employees or representatives, as may be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of any construction documents, such as the Space Plans, or in connection with the performance of the Work, (d) because of any specification by Tenant of materials or installations in addition to or other than Landlord’s standard finish-out materials, or (e) because a Tenant Party otherwise delays completion of the Work.  As used herein “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean the Work in the Premises is substantially completed (as reasonably determined by Landlord) in substantial accordance with the Space Plans.  Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord.

EXHIBIT B Page B-2         

7.           Walk-Through; Punchlist.  When Landlord considers the Work in the Second Expansion Premises to be Substantially Completed, Landlord will notify Tenant and, within three business days thereafter, Landlord’s representative and Tenant’s representative shall conduct a walk-through of the Premises and identify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the Work.  Neither Landlord’s representative nor Tenant’s representative shall unreasonably withhold his or her agreement on punchlist items.  Landlord shall use reasonable efforts to cause the contractor performing the Work to complete all punchlist items within 30 days after agreement thereon; however, Landlord shall not be obligated to engage overtime labor in order to complete such items.

8.           Excess Costs.  The entire cost of performing the Work (including design of and space planning for the Work and preparation of the Space Plans and the final “as-built” plan of the Work, costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by law, and the construction supervision fee referenced in Section 10 of this Exhibit, all of which costs are herein collectively called the “Total Construction Costs”) in excess of the Construction Allowance (hereinafter defined) shall be paid by Tenant.  Upon approval of the Space Plans and selection of a contractor, Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs and sets forth the Construction Allowance, and (b) pay to Landlord 50% of the amount by which Total Construction Costs exceeds the Construction Allowance.  Upon Substantial Completion of the Work and before Tenant occupies the Second Expansion Premises to conduct business therein, Tenant shall pay to Landlord an amount equal to the Total Construction Costs (as adjusted for any approved changes to the Work), less (1) the amount of the advance payment already made by Tenant, and (2) the amount of the Construction Allowance.  In the event of default of payment of such excess costs, Landlord (in addition to all other remedies) shall have the same rights as for an Event of Default under the Lease.

9.           Construction Allowance.  Landlord shall provide to Tenant a construction allowance not to exceed $13.50 per rentable square foot in the Second Expansion Premises (which aggregate sum is $219,834, and is referred to as the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work.  Tenant may use up to $97,704 of the Construction Allowance towards (a) improvements within Tenant’s premises at 6400 International Parkway in Plano, Texas (the “6400 International Premises”) and/or (b) Tenant’s costs incurred for cabling and furniture, fixtures and equipment in the Premises or the 6400 International Premises.  Notwithstanding anything herein to the contrary, Tenant may not use any excess portion of the Construction Allowance for improvements to or for the acquisition of furniture, fixtures and equipment to be located within the 6400 International Premises if the building in which the 6400 International Premises ceases to be owned by Landlord or its affiliates prior to the disbursement of such excess allowance to Tenant.  All improvements or alternations to the 6400 International Premises shall be undertaken and completed in accordance with the terms of the lease agreement for such premises.  The Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Work is actually incurred and paid by Landlord.  The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) by December 31, 2011 or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto.

EXHIBIT B Page B-3         

10.           Construction Management.  Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to the contractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building and the Building’s Systems.  In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to five percent of the hard costs portion of Total Construction Costs.

11.           Miscellaneous.  To the extent not inconsistent with this Exhibit, Sections 7 and 19 of the Original Lease shall govern the performance of the Work and Landlord’s and Tenant’s respective rights and obligations regarding the improvements installed pursuant thereto.

EXHIBIT B Page B-4         

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this "Third Amendment") is made and entered into as of August 31, 2011 (the "Effective Date"), by and between ARI-INTERNATIONAL BUSINESS PARK, LLC, ARI-IBP 1, LLC, ARI-IBP 2, LLC, ARI-IBP 3, LLC, ARI-IBP 4, LLC, ARI-IBP 5, LLC, ARI-IBP 6, LLC, ARI-IBP 7, LLC, ARI-IBP 8, LLC, ARI-IBP 9, LLC, ARI-IBP 11, LLC and ARI-IBP 12, LLC, each a Delaware limited liability company ("Landlord") acting by and through Billingsley Property Services, Inc., as agent for Landlord, and REACHLOCAL, INC., a Delaware corporation ("Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated February 2, 2010 (the "Original Lease"), with respect to certain office space more particularly described therein (the "Original Premises") known as Suite 1200 of the office building (the "Building") whose street address is 6504 International Parkway, Plano, Texas 75093;

WHEREAS, Landlord and Tenant entered into that certain First Amendment to Lease dated June 7, 2010 (the "First Amendment") wherein the Tenant expanded its leased premises to include Suite 1000 of the Building, consisting of approximately 10,820 square feet of rentable area (the "First Expansion Premises"), thereby bringing the Total Rentable Square Feet in the Premises to 18,114;

WHEREAS, Landlord and Tenant entered into that certain Second Amendment to Lease dated March 23, 2011 (the "Second Amendment"; the Original Lease, as amended by the First Amendment and as amended by the Second Amendment is referred to herein as the "Lease") wherein the Tenant expanded its leased premises to include Suite 2100 of the Building, consisting of approximately 16,284 square feet of rentable area (the "Second Expansion Premises"; the Original Premises, the First Expansion Premises and the Second Expansion Premises are collectively referred to herein as the"Premises"), thereby bringing the Total Rentable Square Feet in the Premises to 34,398; and

WHEREAS, Landlord and Tenant now desire to amend the Lease to, among other things, again expand the Premises under the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Landlord and Tenant hereby agree as follows:

1.           Defined Terms.  All capitalized terms used herein and not otherwise defined herein shall have the same meaning as ascribed thereto in the Lease. All references in the Lease to "this Lease" shall be deemed to mean the Lease as amended by this Third Amendment.

THIRD AMENDMENT TO LEASE AGREEMENT Page 1         

2.           Expansion Premises.  Commencing on the Third Expansion Date (defined below), the Premises shall be automatically expanded to include approximately 8,907 square feet of rentable area known as Suite 1300 of the Building, as shown on Exhibit A attached hereto and made a part hereof (the "Third Expansion Premises").  As of the Third Expansion Date, the Total Rentable Square Feet in the Premises shall be approximately 43,305 square feet.  The Third Expansion Premises shall be added to and become part of the Premises on the Third Expansion Date for all purposes of the Lease without any further action on behalf of Landlord or Tenant and shall be subject to all of the terms and conditions of the Lease applicable to the Premises, including, without limitation, Tenant's obligation to pay Basic Rental, Tenant's share of Electrical Costs, Excess (if any), and all other sums that Tenant may owe to Landlord in accordance with the Lease, subject to the modifications contained in this Third Amendment.

3.           Third Expansion Date.  As used herein, the term "Third Expansion Date" means the earlier of (a) the date on which Tenant occupies any portion of the Third Expansion Premises and begins conducting business therein or (b) November 1, 2011.

4.           Lease Term for the Third Expansion Premises.  The lease term for the Third Expansion Premises shall commence upon the Third Expansion Date and shall expire as to the Third Expansion Premises on the date upon which the Lease expires as to the Original Premises (January 31, 2014).

5.           Condition of the Third Expansion Premises.  Tenant has made a complete examination and inspection of the Third Expansion Premises and accepts the same in its current condition, "AS-IS", without recourse to Landlord and Landlord shall have no obligation to complete any improvements to the Third Expansion Premises.  ADDITIONALLY, LANDLORD SHALL MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE LEASED PREMISES.  ALL IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

6.           Basic Rent.  Commencing on the Third Expansion Date, the Basic Rental for the entire Premises shall be the following amounts for the following periods of time:

THIRD AMENDMENT TO LEASE AGREEMENT Page 2         

Dates	Rentable Square Feet in the Premises	Annual Rate per Rentable Square Foot	Basic Monthly Rental
Third Expansion Date through December 31, 2011	43,305	$18.11	$65,366.13
January 1, 2012 through December 31, 2012	43,305	$18.51	$66,799.38
January 1, 2013 through December 31, 2013	43,305	$19.01	$68,603.75
January 1, 2014 through January 31, 2014	43,305	$19.51	$70,408.13

7.           Population Density.  Landlord and Tenant agree that the population density within either the Second Expansion Premises or Third Expansion Premises shall at no time exceed seven (7) persons for each 1,000 square feet of rentable area located therein (each independently calculated).  If the population density within the Second Expansion Premises or Third Expansion Premises exceeds four (4) persons for each 1,000 square feet of rentable area located therein ("Building-Standard Density") during any calendar quarter during the lease term (other than on a temporary basis for meetings and conferences), then Basic Rental with respect to the Second Expansion Premises or Third Expansion Premises shall be increased, prospectively, as follows:

If the population density in the Second Expansion Premises or Third Expansion Premises is (each a "Density Band"):	then the then-applicable Annual Rate per Rentable Square Foot shall be increased by for the:		which is an increase to the then-current Basic Monthly Rental due of for the:
	Second Expansion Premises	Third Expansion Premises	Second Expansion Premises	Third Expansion Premises
greater than Building-Standard Density but less than five persons for each 1,000 square feet of rentable area	$0.30	$0.30	$407.10	$222.68
equal to or greater than five persons for each 1,000 square feet of rentable area, but less than six persons for each 1,000 square feet of rentable area	$0.60	$0.60	$814.20	$445.35
equal to or greater than six persons for each 1,000 square feet of rentable area, but less than or equal to seven persons for each 1,000 square feet of rentable area	$1.90	$1.90	$2,578.30	$1,410.28

THIRD AMENDMENT TO LEASE AGREEMENT Page 3         

On the first day of each calendar quarter during the lease term, an officer of Tenant shall certify in a written letter to Landlord the current population density in the Second Expansion Premises and Third Expansion Premises independently, and, should such certification indicate a population density therein greater than the Building-Standard Density, then Tenant shall pay the applicable increased Basic Rental during such calendar quarter as set forth above.  Further, Tenant shall immediately notify Landlord if, after the first day of such calendar quarter, the population density of the Second Expansion Premises or Third Expansion Premises increases such that it falls within a higher Density Band, and, effective with such increase in the population density, Tenant shall pay increased Basic Rental as set forth above for the remainder of such calendar quarter.  For example, if, upon April 1, 2012, the population density within the Third Expansion Premises is 4.5 persons per 1,000 square feet of rentable area therein, then commencing on such date, the monthly Basic Rental due with respect to the Third Expansion Premises shall be $15,425.06 (or, on an annualized basis, $20.78 per Rentable Square Foot therein).  By way of further example, if, on June 1, 2012, the population density in the Third Expansion Premises increases to 5.2 persons per 1,000 square feet of rentable area therein, then, commencing upon such date, the monthly Basic Rental due with respect to the Third Expansion Premises shall be $15,647.73 (or, on an annualized basis, $21.08 per Rentable Square Foot therein).  Under no circumstances shall Tenant be entitled to a downward adjustment of Basic Rental during the course of any calendar quarter; provided, however, that Basic Rental may be adjusted downward based upon the population density within the Third Expansion Premises (or Second Expansion Premises if applicable) as it exists on the first day of a calendar quarter.  Landlord may request reasonable documentation from Tenant substantiating Tenant’s calculation of the population density within the Second Expansion Premises and Third Expansion Premises and may, in its discretion, verify such calculation using any reasonable method.  At no time shall the population density within the Second Expansion Premises or Third Expansion Premises (each calculated independently) exceed seven (7) persons per 1,000 square feet of rentable area therein.  Nothing in this Paragraph 7 shall increase Landlord’s obligations under the Lease with respect to parking.

8.           Tenant's Proportionate Share.  As of the Third Expansion Date, the Tenant's Proportionate Share shall be 40.7255%.

9.           Operating Expenses.  The Expense Stop shall be separately calculated for the Third Expansion Premises, based upon 2012 actual Basic Costs per Rentable Square Foot in the Building.

10.         Brokerage Commissions.  Except for the commission payable to Peloton Real Estate Partners and Studley, Inc. (collectively, the "Brokers"), which commission is governed by separate agreements by and between Landlord and each Broker, Tenant hereby warrants and represents that it has not dealt with any other brokers or intermediaries entitled to any compensation in connection with this Third Amendment.  Except for Brokers, Landlord hereby warrants and represents to Tenant that it has not dealt with any brokers or intermediaries entitled to any compensation in connection with this Third Amendment.  Each party hereby indemnifies the other party against any and all liabilities, costs and expenses resulting from a breach by the indemnifying party of the foregoing representation.  The obligations set forth in this Paragraph 10 shall survive any termination of the Lease.

THIRD AMENDMENT TO LEASE AGREEMENT Page 4         

11.         Conflict; Ratification.  In the event any of the terms of the Lease conflict with the terms of this Third Amendment, the terms of this Third Amendment shall control.  Except as amended hereby, all terms and conditions of the Lease shall remain in full force and effect.  Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full force and effect, (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant, and (c) except as expressly provided for in this Third Amendment, all tenant finish-work allowances provided to Tenant under the Lease or otherwise, if any, have been paid in full by Landlord to Tenant, and Landlord has no further obligations with respect thereto.  The Lease, as amended herein, constitutes the entire agreement between the parties hereto and no further modification of the Lease shall be binding unless evidenced by an agreement in writing signed by Landlord and Tenant.

12.         Counterparts.  This Third Amendment may be executed in any number of identical counterparts each of which shall be deemed to be an original and all, when taken together, shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIRD AMENDMENT TO LEASE AGREEMENT Page 5         

EXECUTED on the Effective Date set forth above.

LANDLORD: ARI-INTERNATIONAL BUSINESS PARK, LLC, ARI-IBP 1, LLC, ARI-IBP 2, LLC, ARI-IBP 3, LLC, ARI-IBP 4, LLC, ARI-IBP 5, LLC, ARI-IBP 6, LLC, ARI-IBP-7, LLC, ARI-IBP 8, LLC, ARI-IBP 9, LLC, ARI-IBP 11, LLC, ARI-IBP 12, LLC, each a Delaware limited liability company
By:	Billingsley Property Services, Inc., a Texas corporation, as Agent
	By:	/s/ Kenneth D. Mabry
	Name:	Kenneth D. Mabry
	Title:	Sr. Vice President

TENANT: REACHLOCAL, INC., a Delaware corporation
	By:	/s/ Ross G. Landsbaum
	Name:	Ross G. Landsbaum
	Title:	CFO

SIGNATURE PAGE TO THIRD AMENDMENT Page 6         

EXHIBIT A

The Third Expansion Premises

EXHIBIT A, THE THIRD EXPANSION PREMISES Page A-1

EX-10.39

 Exhibit 10.39

AMENDMENT TO THE

GOOGLE INC. ADWORDS RESELLER ADDENDUM

This Amendment to the Google Inc. AdWords Reseller Addendum (“Amendment”) and is entered into as of November 1, 2011 (the “Amendment Effective Date”) by and between ReachLocal, Inc. (“Reseller”) and Google Inc. (“Google”).

Background

WHEREAS, Customer and Google entered into a Google Inc. AdWords Reseller Addendum (as amended from time to time, the “Addendum”), with an effective date of April 25, 2011; and

WHEREAS, through this Amendment, the parties wish to amend the Addendum.

NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Customer and Google hereby agree that the Addendum shall be amended as of the Amendment Effective Date as follows:

Terms

1. New Program Name: “Google AdWords Premier SMB Partner”.

1.1. Section 3 of the Addendum is hereby deleted in its entirety and replaced with the following:

“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 Premier SMB Partner”.  Google authorizes Reseller to display the “Google AdWords Premier SMB Partner” Brand Feature, as provided to Reseller by Google in writing, in the United States, Canada, Brazil and Mexico 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).”

1.2. Section 6 of the Addendum is hereby deleted in its entirety and replaced with the following:

“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 Premier SMB Partner”.”

1.3. Section 7(e) of the Addendum is hereby deleted and replaced with the following:

“(e) Reseller will ensure that Channel Partners will not refer to itself as a ““Google AdWords Premier SMB Partner”;”

1.4. Section 2 of Exhibit A of the Addendum is hereby deleted in its entirety and replaced with the following:

“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 a Google AdWords Premier SMB Partner to the Advertiser, that the Retail Product includes a management fee over the cost of purchase of AdWords Inventory.”

2. Miscellaneous. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.  No agreement hereafter made shall be effected to change, modify, or discharge this Amendment, in whole or in part, unless such agreement is in writing and signed by or on behalf of the party against whom the enforcement of the change, modification, or discharge is sought.  This Amendment shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns.  Each person whose signature appears below represents and warrants that he or she has the authority to bind the entity on whose behalf he or she has executed this Amendment.  Except as expressly modified herein, the terms of the Addendum remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized representatives as of the Amendment Effective Date.

GOOGLE INC.	ReachLocal, Inc.
By:	By:
Print Name:	Print Name:
Title:	Title:
Date:	Date:

EX-21.01

Exhibit 21.01

Subsidiaries of ReachLocal, Inc.

Subsidiary	Jurisdiction
Bizzy, Inc.	Delaware
DealOn, LLC	Delaware
ReachLocal Australia Pty Ltd.	Australia
ReachLocal Canada Inc.	Delaware
ReachLocal DP, Inc.	Delaware
ReachLocal Europe B.V.	The Netherlands
ReachLocal GmbH	Germany
ReachLocal International, Inc.	Delaware
ReachLocal International GP LLC	Delaware
ReachLocal Japan K.K.	Japan
ReachLocal Japan Services G.K.	Japan
ReachLocal Netherlands B.V.	The Netherlands
ReachLocal Services Private Limited	India
ReachLocal UK, Ltd.	England
RL International Investment C.V.	The Netherlands

EX-23.01

EXHIBIT 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 15, 2012, with respect to the consolidated financial statements,  and internal control over financial reporting included in the Annual Report of ReachLocal, Inc. on Form 10-K for the year ended December 31, 2011.  We hereby consent to the incorporation by reference of said reports in the Registration Statements of ReachLocal, Inc. on Forms S-8 (File No. 333-172321, effective February 18, 2011).

/s/ GRANT THORNTON LLP

Los Angeles, California

March 15, 2012

EX-31.01

Exhibit 31.01

I, Zorik Gordon, certify that:

1. I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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: March 15, 2012

EX-31.02

Exhibit 31.02

I, Ross G. Landsbaum, certify that:

1. I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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: March 15, 2012

EX-32.01

Exhibit 32.01

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 Annual Report on Form 10-K for the fiscal year ended December 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: March 15, 2012

EX-32.02

Exhibit 32.02

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 Annual Report on Form 10-K for the fiscal year ended December 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: March 15, 2012

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Note 3 - Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2011

Fair Value Disclosures [Text Block]

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):

			Basis of Fair Value Measurement
	Balance at December 31, 2011		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	$	84,525	$	84,525	$	—	$	—
Restricted certificates of deposit	$	1,930	$	1,930	$	—	$	—

			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	$	—	$	—
Restricted certificates of deposit	$	9,009	$	9,009	$	—	$	—

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Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

Principles of Consolidation

The 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.

Discontinued Operations

As a result of winding down the operations of Bizzy, the Company has reclassified and presented all related historical financial information as “discontinued operations” in the accompanying Consolidated Balances Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows. In addition, all Bizzy related activities have been excluded from the notes unless specifically referenced.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Conversion of Preferred Stock

All of the outstanding shares of convertible preferred stock converted into shares of common stock upon the consummation of the Company’s initial public offering in May 2010.

Foreign Currency Translation

The Company’s operations are conducted in several countries around the world, and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar, the reporting currency, for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss), net in stockholders’ equity. Foreign currency translation adjustments are generally not adjusted for income taxes as they are primarily related to indefinite investments in foreign subsidiaries. Foreign exchange transaction gains and losses are included in other income (expense), net in the accompanying consolidated statements of operations. Exchange gains and losses on intercompany balances that are considered permanently invested are also included as a component of accumulated other comprehensive loss in stockholders’ equity.

Foreign currency translation adjustments included in other comprehensive income (loss), were $(0.3) million, $0.1 million and $(0.1) million for the years ended December 31, 2011, 2010 and 2009, respectively. For the years ended December 31, 2011and 2009, the Company recorded immaterial amounts of other income (loss) from foreign exchange transactions; and, for the year ended December 31, 2010, the Company recorded a $0.2 million foreign currency exchange gain in connection with the payment obligation related to the acquisition of ReachLocal Australia.

Cash and Cash Equivalents

The Company reports all highly liquid short-term investments with original maturities of three months or less at the time of purchase as cash equivalents. As of December 31, 2011 and 2010, cash equivalents consist of demand deposits and money market accounts. Cash equivalents are stated at cost, which approximates fair value.

Short-Term Investments

The Company classifies short-term investments when the original maturity is less than one year, or when the Company intends to sell the investment within one year. As of December 31, 2011 and 2010, short-term investments consisted of certificates of deposit. All of the short-term investments are classified as available-for-sale.

Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities.

Restricted Cash

Restricted cash represents certificates of deposit held at financial institutions, which are pledged as collateral for letters of credit related to lease commitments. The restrictions will lapse when the letters of credit expire at the end of the respective lease terms in 2021. As of December 31, 2011 and 2010, the Company had restricted certificates of deposit in the amounts of $1.3 million and $0.8 million, respectively. Restricted certificates of deposit are classified as non-current assets.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments and accounts receivable. The Company holds its cash and cash equivalents, short-term investments and restricted cash with major financial institutions around the world.

Cash and cash equivalents and certificates of deposit are deposited with a limited number of financial institutions in the United States, Canada, Australia, United Kingdom, India, the Netherlands, Germany and Japan. The balances held at any one financial institution are generally in excess of Federal Deposit Insurance Corporation insurance limits or, in foreign territories, local insurance limits. To date, the Company has not experienced any loss or lack of access to cash in its operating accounts. However, the Company can provide no assurances that access to its cash and cash equivalents will not be impacted by adverse conditions in the financial markets. As of December 31, 2011, domestic bank balances in excess of insured limits were $61.2 million. The Company had $20.1 million in excess of insured limits in foreign bank accounts as of December 31, 2011.

The Company’s customers are dispersed both geographically and across a broad range of industries. Receivables are generated primarily through agencies and resellers. Management performs ongoing evaluation of trade receivables for collectibility and provides an allowance for potentially uncollectible accounts. The following table summarizes the change in the Company’s allowance for doubtful accounts for each of the three years ended December 31, 2011, 2010 and 2009 (in thousands):

	2011			2010			2009
Allowance for doubtful accounts as of the beginning of the period	$	373		$	142		$	314
Additions charged to expense		172			252			12
Write-offs		(182	)		(21	)		(184	)
Allowance for doubtful accounts as of the end of the period	$	363		$	373		$	142

As of December 31, 2011, one client accounted for 20% of the total accounts receivable balance. As of December 31, 2010, the same client accounted for 13% of the total accounts receivable balance.

In 2011, 2010, and 2009, no client accounted for more than 10% of the Company’s total revenue.

During 2011, 2010, and 2009, nearly all of the Company’s cost of revenue was for the purchase of media and nearly all of the media the Company purchased was from Google, Yahoo! and Bing. During each of the years ended December 31, 2011, 2010, and 2009, a substantial majority of the media the Company purchased was from Google.

Other receivables and prepaid expenses included $7.3 million and $1.0 million of non-trade receivables from media vendors at December 31, 2011 and 2010, respectively.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the assets or, where applicable and if shorter, over the lease term. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred.

Estimated useful lives of assets are as follows:

Computer hardware and software	3 years
Office equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	The lesser of their expected useful lives or the remaining lease term.

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 useful life of the software of three years. 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.

Goodwill

          Total goodwill of $41.8 million as of December 31, 2011 and $34.1 million as of December 31, 2010 is related to our acquired businesses.   The Company operates in one reportable segment, in accordance with ASC 280, Segment Reporting, and has identified two reporting units—North America and Australia—for purposes of evaluating goodwill. These reporting units each constitute a business or group of businesses for which discrete financial information is available and is regularly reviewed by segment management. North America assigned goodwill is $9.4 million in 2011 and $1.7 million in 2010.  Australia assigned goodwill is $32.4 million for 2011 and 2010.  The Company reviews the carrying amounts of goodwill for possible impairment whenever events or changes in circumstance indicate that the related carrying amount may not be recoverable. The Company performs its annual assessment of goodwill impairment as of the first day of each fourth quarter.

For the year ended December 31, 2011, the Company adopted the amended guidance for assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, in accordance with ASC 350-20, Intangibles – Goodwill and Other. Entities are provided with the option of first performing a qualitative assessment on any of its reporting units to determine whether further quantitative impairment testing is necessary. An entity may also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. If an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a two-step impairment test is necessary. The first step of the impairment test involves comparing the estimated fair values of each of our reporting units with their respective carrying amounts, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the estimated fair value of the reporting unit is less than its carrying amount, including goodwill, then the second step is performed to compare the carrying amount of the goodwill with its implied fair value. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The Company estimates fair value utilizing the projected discounted cash flow method and a discount rate determined by the Company to commensurate with the risk inherent in its business model.

 The Company performed its annual assessment of goodwill impairment as of the first day of the fourth quarter.of 2011 and 2010, and determined that it was more likely than not that there was no impairment of goodwill and accordingly, no impairment of goodwill was recorded.

Long-Lived Assets and Intangible Assets      

At December 31, 2011 and 2010, the Company had $2.0 million and $1.7 million, respectively, of intangible assets resulting from acquisitions. The Company reports 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 three years. Straight-line amortization is used because no other pattern over which the economic benefits will be consumed can be reliably determined.

The Company reviews the carrying values of long-lived assets, including intangible assets, for possible impairment whenever events or changes in circumstance indicate that the related carrying amount may not be recoverable. In its analysis of other finite lived amortizable intangible assets, the Company applies the guidance of ASC 350-20, Intangibles – Goodwill and Other, in determining whether any impairment conditions exist. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Intangible assets are attributable to the various developed technologies and client relationships of the businesses the Company has acquired. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less cost to sell. During 2011, the Company recorded a $0.8 million impairment charge to intangible assets related to customer relationships acquired in the DealOn acquisition. The impairment is recorded in Cost of Revenue and results from a diminution in value attributable to an adjustment in the Company’s business strategy for ReachDeals and the elimination of its dedicated deal sales force. Management determined that there was no impairment of long-lived assets as of December 31, 2010.

Leases

The Company leases various facilities under agreements accounted for as operating leases. For leases that contain escalation or rent concessions provisions, management recognizes rent expense during the lease term on a straight-line basis over the term of the lease. The difference between rent paid and straight-line rent expense is recorded as a deferred rent liability in the accompanying consolidated balance sheets.

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, 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 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 commitment and no longer qualify for the incentive, management recognizes the revenue previously deferred related to the estimated incentive.

Cost of Revenue

Cost of revenue consists primarily of the cost of media acquired from third-party publishers. Media cost is classified as cost of revenue in the corresponding period in which revenue is recognized. From time to time, publishers offer the Company rebates based upon various factors and operating rules, including the amount of media purchased. Management records these rebates in the period in which they are earned as a reduction to cost of revenue and the corresponding payable to the applicable publisher, or as an other receivable, as appropriate. 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 the Company’s technical operations costs.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of personnel and related expenses for 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. In addition, the cost of agency commissions is included in selling and marketing expenses.

Product and Technology Expenses

Product and technology expenses consist primarily of personnel and related expenses for 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. The Company capitalizes a portion of its software development costs (Note 6) and, accordingly, includes amortization of those costs as costs of product and technology, as the RL Platform and the Company’s other systems address all aspects of the Company’s activities, including supporting the IMC selling and consultation process, online publisher integration, efficiencies and optimization, providing insight to clients into the results and effects of their online advertising campaigns and supporting all of the financial and other back-office functions of the business. Product and technology expenses also include the amortization of the technology obtained in acquisitions and the expenses of deferred payment obligations related to product and technology personnel.

General and Administrative Expenses

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, public company costs and other corporate expenses.

Advertising Expenses

The Company expenses advertising as incurred. Advertising expense was $1.3 million, $1.6 million and $0.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

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 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 Income (Loss) Per Share

Basic net income (loss) per share available to common stockholders is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share available to common stockholders is computed by dividing the net income (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 income (loss) per common share as they would be anti-dilutive (in thousands):

	Year Ended December 31,
	2011		2010		2009
Weighted average convertible preferred stock		—		6,419		16,712
Deferred stock consideration— SMB:LIVE acquisition		106		312		—
Restricted stock—DealOn acquisition and restricted stock subject to repurchase		79		94		—
Stock options and warrant		1,757		2,645		1,610
		1,942		9,470		18,322

The following table sets forth a reconciliation of the number of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share for the periods indicated (in thousands, except per share data):

	Year Ended December 31,
	2011			2010			2009
Net income (loss) available to common stockholders:
Net income (loss) from continuing operations, net of income taxes	$	(3,969	)	$	(8,303	)	$	1,985
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)	$	(10,184	)	$	(11,147	)	$	1,384
Diluted shares:
Weighted average number of common shares outstanding		28,974			19,867			6,283
Add restricted stock subject to repurchase		—			—			196
Add options and warrants to purchase common shares		—			—			1,422
Weighted average shares used to compute diluted net income (loss) per share available to common shareholders		28,974			19,867			7,901
Net income (loss) per share available to common stockholders, basic:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.42	)	$	0.32
Net loss per share from discontinued operations, basic		(0.21	)		(0.14	)		(0.10	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.56	)	$	0.22
Net income (loss) per share available to common stockholders, diluted:
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.42	)	$	0.25
Net loss per share from discontinued operations, diluted		(0.21	)		(0.14	)		(0.07	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.56	)	$	0.18

Unaudited Pro Forma Net Income (Loss) Per Share

Pro forma basic and diluted net income (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 periods (in thousands, except per share data):

	Year Ended December 31,
	2011			2010			2009
Net income (loss) available to common stockholders:
Income (loss) from continuing operations, net of income taxes	$	(3,969	)	$	(8,303	)	$	10,623
Loss from discontinued operations, net of income taxes		(6,215	)		(2,844	)		(601	)
Net income (loss)	$	(10,184	)	$	(11,147	)	$	10,022
Basic shares:
Weighted average number of common shares outstanding		28,974			19,867			6,283
Add conversion of preferred stock		—			6,419			16,712
		28,974			, 26,286			22,995
Diluted shares:
Weighted average number of common shares outstanding		28,974			19,867			6,283
Add restricted stock subject to repurchase		—			—			196
Add options and warrants to purchase common shares		—			—			1,422
Add conversion of preferred stock					6,419			16,712
Weighted average shares used to compute diluted net income (loss) per share available to common shareholders		28,974			26,286			24,613
Net income (loss) per share:
Net income (loss) per share from continuing operations, basic	$	(0.14	)	$	(0.32	)	$	0.46
Loss per share from discontinued operations, basic		(0.21	)		(0.11	)		(0.03	)
Net income (loss) per share, basic	$	(0.35	)	$	(0.42	)	$	0.44
Net income (loss) per share from continuing operations, diluted	$	(0.14	)	$	(0.32	)	$	0.43
Net loss per share from discontinued operations, diluted		(0.21	)		(0.11	)		(0.02	)
Net income (loss) per share, diluted	$	(0.35	)	$	(0.42	)	$	0.41

Income Taxes

The Company records income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company records tax benefits for income tax positions only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date. Management considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may differ from actual outcomes. The Company follows a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company’s policy is to recognize interest and penalties related to tax in income tax expense.

Recently Adopted Accounting Standards

Accounting Standards Codification (“ASC”) Topic 350-20-35-3, Intangibles – Goodwill and Other, provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is necessary. The Company adopted the amended guidance as of the fourth quarter of 2011. The adoption of the amended guidance did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

ASC Topic 220-10, Comprehensive Income - Presentation of Comprehensive Income, specifies an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under both options, an entity will be required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments do not affect how earnings per share is calculated or presented. ASC Topic 220-10 is effective for the Company as of January 1, 2012, however certain provisions of the standard relating to the presentation of reclassification adjustments out of accumulated other comprehensive income have been deferred . Although adopting the guidance will not impact the Company’s accounting for comprehensive income, it will affect its presentation of components of comprehensive income by eliminating the Company’s practice of showing these items within the Consolidated Statements of Shareowners’ Equity.

ASC Topic 820-10, Fair Value Measurement - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (International Financial Reporting Standards), clarifies existing fair value measurement and disclosure requirements, amends certain fair value measurement principles and requires additional disclosures about fair value measurements.  Adoption of this provision, which is effective for the Company on January 1, 2012, is not expected to have a material impact on the Company’s consolidated financial statements.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 84,525	$ 79,906
Short-term investments	644	8,208
Accounts receivable, net of allowance for doubtful accounts of $363 and $373 at December 31, 2011 and 2010, respectively	4,240	3,295
Other receivables and prepaid expenses	9,226	3,383
Total current assets	98,635	94,792
Property and equipment, net	9,885	6,531
Capitalized software development costs, net	10,942	8,829
Restricted certificates of deposit	1,286	801
Intangible assets, net	1,957	2,963
Other assets	1,966	1,339
Goodwill	41,766	34,118
Assets of discontinued operations		2,026
Total assets	166,437	151,399
Current Liabilities:
Accounts payable	29,831	28,482
Accrued expenses	19,537	14,042
Deferred payment obligations	1,924	530
Deferred revenue and other current liabilities	28,823	24,656
Liabilities of discontinued operations	996
Total current liabilities	81,111	67,710
Deferred rent and other liabilities	3,039	1,673
Total liabilities	84,150	69,383
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Common stock, $0.00001 par value—140,000 shares authorized; 28,552 and 28,165 shares issued and outstanding at December 31, 2011 and 2010, respectively	0	0
Receivable from stockholder	(87)	(87)
Additional paid-in capital	108,883	98,140
Accumulated deficit	(26,234)	(16,044)
Accumulated other comprehensive income (loss)	(275)	7
Total stockholders’ equity	82,287	82,016
Total liabilities and stockholders’ equity	$ 166,437	$ 151,399

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flow from operating activities:
Net income (loss) from continuing operations	$ (3,969)	$ (8,303)	$ 10,623
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	10,274	6,302	3,321
Stock-based compensation, net	8,381	5,673	2,914
Provision for doubtful accounts	172	252	12
Impairment of intangible assets	764
Provision for deferred income taxes	185	(702)
Interest and foreign currency gain on payment obligations, net	25	(102)
Write-off of stockholder loan			227
Gain on purchase of ReachLocal Australia			(16,223)
Changes in operating assets and liabilities:
Accounts receivable	(1,077)	(171)	49
Other receivables and prepaid expenses	(5,740)	(1,785)	(598)
Other assets	(673)	(585)	(96)
Accounts payable and accrued expenses	7,076	11,228	8,274
Deferred revenue, rent and other liabilities	5,443	7,998	6,215
Net cash provided by operating activities, continuing operations	20,861	19,805	14,718
Net cash used for operating activities, discontinued operations	(1,872)	(2,130)	(410)
Net cash provided by operating activities	18,989	17,675	14,308
Cash flow from investing activities:
Additions to property, equipment and software	(12,441)	(8,526)	(4,613)
Acquisitions, net of acquired cash	(6,342)	(8,612)	(3,083)
Purchases of restricted certificates of deposit	(489)	(204)	(456)
Proceeds from maturity of certificates of deposit	7,649	589
Purchases of short-term investments	(85)	(171)	(7,730)
Net cash used in investing activities, continuing operations	(11,708)	(16,924)	(15,882)
Net cash used in investing activities, discontinued operations	(1,140)	(1,403)	(980)
Net cash used in investing activities	(12,848)	(18,327)	(16,862)
Cash flow from financing activities:
Proceeds from exercise of stock options	5,495	1,068	54
Common stock repurchases	(6,468)
Proceeds from initial public offering		47,649
Deferred offering costs		(4,620)	(1,033)
Net cash provided by (used in) financing activities	(973)	44,097	(979)
Effect of exchange rate changes on cash	(549)	1,082	92
Net change in cash and cash equivalents	4,619	44,527	(3,441)
Cash and cash equivalents—beginning of period	79,906	35,379	38,820
Cash and cash equivalents—end of period	84,525	79,906	35,379
Supplemental disclosure of other cash flow information:
Cash paid for interest		184
Cash paid for income taxes	151	214	277
Supplemental disclosure of non-cash investing and financing activities:
Capitalized software development costs resulting from stock-based compensation and deferred payment obligations	1,144	2,461	292
Accrued offering costs			2,066
Deferred payment obligation	$ 1,850	$ 530	$ 5,955

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Note 1 - Organization and Description of Business

12 Months Ended

Dec. 31, 2011

Nature of Operations [Text Block]

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, the Netherlands, Germany and Japan. 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 this suite of services to SMBs through a combination of its proprietary technology platform, its direct, “feet-on-the-street” sales force of Internet Marketing Consultants, or IMCs, and select third party agencies and resellers. 

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Per Share data, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Allowance for doubtful accounts (in Dollars)	$ 363	$ 373
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	140,000	140,000
Common stock, shares issued	28,552	28,165
Common stock, shares outstanding	28,552	28,165

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Note 11 - 401(k) Plan

12 Months Ended

Dec. 31, 2011

Pension and Other Postretirement Benefits Disclosure [Text Block]

11. 401(k) Plan

In February 2007, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan is available to all full-time employees and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company may contribute to the plan at the discretion of its board of directors. No contributions have been made to the plan during the years ended December 31, 2011, 2010 and 2009.

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Mar. 09, 2012	Jun. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	ReachLocal Inc
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		28,370,996
Entity Public Float			$ 218,070,957
Amendment Flag	false
Entity Central Index Key	0001297336
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY

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Note 12 - Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions Disclosure [Text Block]

12. Related Party Transactions

On May 18, 2009, the Company was a party to stock purchase agreements pursuant to which certain holders of more than 5% of the Company’s capital stock purchased additional shares of the Company’s common stock from certain of the Company’s directors and executive officers and other stockholders. The Company’s participation in these transactions was limited to the approval of these transfers by the disinterested members of the board of directors, waiver of certain rights of first refusal with respect to the shares being sold, making certain representations and warranties relating to the Company’s approval of these transactions and valid issuance of the shares being sold as well as to perform various administrative functions associated with these transfers. In 2009, a loan receivable of $0.2 million related to an earlier purchase of shares from one of the Company’s officers, which together with accrued interest totaled approximately $0.2 million, was forgiven in full. In addition to forgiving his loan, the Company agreed to pay the officer approximately $0.1 million to defray the costs associated with the taxation on the forgiveness of his debt.

In September 2009, as part of the ReachLocal Australia acquisition, the Company assumed $0.1 million of loan receivables from Company stockholders. The balance of these loans was $0.1 million and $0.1 million at December 31, 2011 and 2010, respectively and is classified as a component of stockholders equity on the accompanying consolidated balance sheets.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Revenue	$ 375,241	$ 291,689	$ 203,117
Cost of revenue	190,559	159,018	112,218
Operating expenses:
Selling and marketing	139,929	108,529	76,089
Product and technology	15,602	9,957	4,657
General and administrative	33,313	23,629	15,529
Total operating expenses	188,844	142,115	96,275
Loss from operations	(4,162)	(9,444)	(5,376)
Gain on acquisitions of ReachLocal Australia			16,223
Other income (expense), net	928	601	(7)
Income (loss) before provision (benefit) for income taxes	(3,234)	(8,843)	10,840
Provision (benefit) for income taxes	735	(540)	217
Income (loss) from continuing operations, net of income taxes	(3,969)	(8,303)	10,623
Loss from discontinued operations, net of income taxes	(6,215)	(2,844)	(601)
Net income (loss)	(10,184)	(11,147)	10,022
Undistributed income attributable to preferred stockholders			8,638
Net income (loss) available to common stockholders	(10,184)	(11,147)	1,384
Net income (loss) available to common stockholders:
Net income (loss) from continuing operations, net of income taxes	$ (3,969)	$ (8,303)	$ 1,985
Net income (loss) per share available to common stockholders, basic:
Net income (loss) per share from continuing operations, basic (in Dollars per share)	$ (0.14)	$ (0.42)	$ 0.32
Net loss per share from discontinued operations, basic (in Dollars per share)	$ (0.21)	$ (0.14)	$ (0.10)
Net income (loss) per share, basic (in Dollars per share)	$ (0.35)	$ (0.56)	$ 0.22
Net income (loss) per share available to common stockholders, diluted:
Net income (loss) per share from continuing operations, diluted (in Dollars per share)	$ (0.14)	$ (0.42)	$ 0.25
Net loss per share from discontinued operations, diluted (in Dollars per share)	$ (0.21)	$ (0.14)	$ (0.07)
Net income (loss) per share, diluted (in Dollars per share)	$ (0.35)	$ (0.56)	$ 0.18
Weighted average common shares used in the computation of net income (loss) per share available to common stockholders:
Basic (in Shares)	28,974	19,867	6,283
Diluted (in Shares)	28,974	19,867	7,901
Pro-forma net income (loss) per share, as if converted:
Net income (loss) per share from continuing operations, basic (in Dollars per share)	$ (0.14)	$ (0.32)	$ 0.46
Net loss per share from discontinued operations, basic (in Dollars per share)	$ (0.21)	$ (0.11)	$ (0.03)
Net income (loss) per share, basic (in Dollars per share)	$ (0.35)	$ (0.42)	$ 0.44
Net income (loss) per share from continuing operations, diluted (in Dollars per share)	$ (0.14)	$ (0.32)	$ 0.43
Net loss per share from discontinued operations, diluted (in Dollars per share)	$ (0.21)	$ (0.11)	$ (0.02)
Net income (loss) per share, diluted (in Dollars per share)	$ (0.35)	$ (0.42)	$ 0.41
Pro-forma weighted average common shares used in computation of net income (loss) per share, as if converted:
Basic (in Shares)	28,974	26,286	22,995
Diluted (in Shares)	28,974	26,286	24,613

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Note 6 - Software Development Costs

12 Months Ended

Dec. 31, 2011

Research, Development, and Computer Software Disclosure [Text Block]

6. Software Development Costs

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

	December 31,
	2011			2010
Capitalized software development costs	$	21,686		$	14,839
Accumulated amortization		(10,744	)		(6,010	)
Capitalized software development costs, net	$	10,942		$	8,829

The Company recorded amortization expense of $4.7 million, $2.6 million and $1.4 million for the years ended December 31, 2011, 2010 and 2009, respectively. As of December 31, 2011 and 2010, $1.2 million and $1.5 million of capitalized software development costs, respectively, are related to projects still in development and are not being amortized.

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Note 5 - Property and Equipment

12 Months Ended

Dec. 31, 2011

Property, Plant and Equipment Disclosure [Text Block]

5. Property and Equipment

Property and equipment consisted of the following (in thousands):

	December 31,
	2011			2010
Computer hardware and software	$	9,388		$	6,873
Office equipment		1,383			1,065
Furniture and fixtures		3,741			2,632
Leasehold improvements		2,865			1,265
Assets not placed in service		1,292			309
		18,669			12,144
Less: Accumulated depreciation and amortization		(8,784	)		(5,613	)
	$	9,885		$	6,531

Depreciation expense for property and equipment was $3.2 million, $2.3 million and $1.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

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Note 13 - Segment Information

12 Months Ended

Dec. 31, 2011

Segment Reporting Disclosure [Text Block]

13. Segment Information

Management has determined that it operates in one segment in accordance with ASC 280, Segment Reporting, as it only reports profit and loss information on an aggregate basis to its chief executive officer, who is the Company’s chief operating decision maker.

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):

	Year Ended December 31,
	2011		2010		2009
Revenue:
North America	$	289,249	$	241,696	$	189,467
International		85,992		49,993		13,650
	$	375,241	$	291,689	$	203,117
Long Lived Assets:
North America	$	8,159	$	6,800
International		4,757		1,649
	$	12,916	$	8,449

The results of the Australia geographic region for the post-acquisition period beginning September 11, 2009 have been included in the Company’s consolidated  financial statements and include revenues of $56.2 million, $32.7 million, and $6.1 million in 2011, 2010 and 2009, respectively. Long-lived assets of the Australia geographic region were $2.4 million and $1.1 million at December 31, 2011 and 2010, respectively.

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Note 9 - Stock-Based Compensation

12 Months Ended

Dec. 31, 2011

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

9. Stock-Based Compensation

Stock Option Plans

On April 21, 2004, the Company adopted the 2004 Stock Plan (the “2004 Plan”), as amended. Grants under the 2004 Plan may be incentive stock options or nonqualified stock options or awards. The 2004 Plan is administered by the Company’s board of directors, which has the authority to designate participants and determine the number and type of awards to be granted, the time at which awards are exercisable, the method of payment and any other terms or conditions of the awards. The vesting of these awards vary subject to the participant’s period of future service, or otherwise at the discretion of the Company’s board of directors. The majority of awards vest over four years and have a term of 10 years. There were no shares available for grant under the 2004 Plan as of December 31, 2011 and 2010.

On July 1, 2008, the Company adopted the 2008 Stock Incentive Plan (the “2008 Plan”) and retired the 2004 Plan. Options outstanding under the 2004 Plan are unaffected by the retirement of the 2004 Plan. The aggregate number of shares of the Company’s common stock available for issuance pursuant to awards granted under the 2008 Plan is equal to the sum of (x) 5,471,350 plus (y) any shares of the Company’s common stock subject to awards under the 2004 Plan that terminate, expire or lapse for any reason or are settled in cash after the date the 2008 Plan originally became effective, and (z) an annual increase in shares on the first day of each year beginning in 2011 and ending in 2018. The annual increase will be equal to the lesser of (A) 2,500,000 shares (as adjusted for stock splits, stock combinations, stock dividends and similar matters), (B) 4.5% of the Company’s common stock outstanding on the last day of the prior year or (C) such smaller number of shares as may be determined by the Board. The 2008 Plan is administered by the Company’s Compensation Committee, which has the authority to designate participants and determine the number and type of awards to be granted, the time at which awards are exercisable, the method of payment and any other terms or conditions of the awards. The vesting of these awards vary subject to the participant’s period of future service, or otherwise at the discretion of the Compensation Committee. The majority of awards issued under the 2008 Plan vest over four years and have a term of seven years. There were 686,103 and 735,620 shares available for grant under the 2008 Plan as of December 31, 2011 and 2010, respectively. On January 1, 2012, an additional 1,284,837 shares were added to the pool under the evergreen provision.

The following table summarizes vested and unvested options activity as follows (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, 2008		4,308		$	7.03		1,326		$	2.41		2,982		$	9.09
Granted		1,323			11.21		66			10.91		1,257			11.22
Options vesting		—			—		1,189			8.43		(1,189	)		8.43
Exercised		(76	)		0.65		(76	)		0.65		—			—
Forfeited		(159	)		9.89		(32	)		10.14		(127	)		9.83
Outstanding at December 31, 2009		5,396			8.04		2,473			5.55		2,923			10.19
Granted		1,631			13.56		10			13.00		1,621			13.56
Options vesting		—			—		1,324			9.50		(1,324	)		9.50
Exercised		(536	)		2.07		(536	)		2.07		—			—
Forfeited		(256	)		11.43		(24	)		10.67		(232	)		11.51
Outstanding at December 31, 2010		6,235			9.88		3,247			7.58		2,988			12.45
Granted		1,713			19.58		1			20.98		1,712			19.58
Options vesting		—			—		1,322			11.87		(1,322	)		11.87
Exercised		(938	)		5.83		(938	)		5.83		—			—
Forfeited		(495	)		18.07		(161	)		10.46		(334	)		22.88
Outstanding at December 31, 2011		6,515		$	12.63		3,471		$	9.72		3,044		$	15.96

The assumptions utilized for purposes of the Black-Scholes pricing model are summarized as follows:

• Volatility—As the Company has limited trading history for its common stock, the expected stock price volatility was estimated by taking the median historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the technology industry similar in size, stage of life cycle and financial leverage. Management did not rely on implied volatilities of traded options in its industry peers’ common stock because the volume of activity was relatively low.

• Expected term—The expected term was estimated using the simplified method allowed under Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment. Management uses this method because it has limited historical data to estimate future terms and it is unable to obtain objective, measurable and comparative historical data of comparable companies.

• Risk free rate—The risk free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.

• Dividend yield—The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, management used an expected dividend yield of zero.

In addition, management estimates the forfeiture rate based on its historical experience with forfeitures and reviews estimated forfeiture rates each period-end, and makes changes as factors affecting the forfeiture rate calculations and assumptions change.

The following table summarizes the weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2011, 2010 and 2009.

	Year Ended December 31,
	2011			2010			2009
Expected dividend yield		0	%		0	%		0	%
Risk-free interest rate		1.88	%		1.91	%		2.16	%
Expected life (in years)		4.75			4.75			4.73
Expected volatility		57	%		56	%		55	%
Weighted average fair value per share	$	9.65		$	6.55		$	3.66

The weighted average remaining contractual life of all options outstanding as of December 31, 2011 and 2010 was 4.99 years and 5.45 years, respectively. Furthermore, the aggregate intrinsic value of all options outstanding as of December 31, 2011 and 2010 was $3.0 million and $62.5 million, respectively. The aggregate intrinsic value of options vested and exercisable at December 31, 2011 and 2010 was $2.9 million and $40.6 million, respectively, based on the fair value of the Company’s common stock. The remaining contractual life for options vested and exercisable at December 31, 2011 was 4.36 years. The per share weighted average grant date fair value of unvested options as of December 31, 2011, 2010 and 2009 was $7.50, $5.12 and $3.66, respectively. The per-share weighted average grant date fair value of options vested during 2011 and 2010 was $4.59 and $2.81, respectively. The total fair value of shares vested during the year ended 2011 and 2010 was $6.1 million and $3.7 million, respectively. The per-share weighted average grant date fair value of options forfeited during 2011 and 2010 was $8.10 and $4.61, respectively.

Prior to the initial public offering, the Company computed the aggregate intrinsic value amounts based on the difference between the original exercise price of the options and the fair value of common stock, which was $13.04 at December 31, 2009. Since the initial public offering, the Company has computed the aggregate intrinsic value amounts based on the difference between the original exercise price and the closing market price on the day of the exercise. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2011, 2010 and 2009 was $14.2 million, $6.7 million and $0.5 million, respectively.

The options outstanding and vested and exercisable as of December 31, 2011 have been segregated into ranges for additional disclosure as follows (number of options in thousands):

	Options Outstanding						Options Vested and Exercisable
Range of Exercise Prices (in dollars)	Number	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number		Weighted Average Exercise Price
$0.00 - $5.00	524		4.67	$	0.66		478	$	0.66
$5.01 - $10.00	693		5.35		9.23		442		9.23
$10.01 - $15.00	3,786		4.44		11.41		2,507		11.41
$15.01 - $20.00	459		6.64		17.04		44		17.04
$20.01 - $25.00	833		6.13		20.98		—		20.98
$25.01 - $30.00	220		6.33		25.51		—		25.51
	6,515		4.99	$	12.63		3,471	$	9.72

Restricted Stock Units

The Company may issue restricted stock units in conjunction with acquisitions and long-term employee incentive programs.  In 2011 and 2010, we issued 94,000 and 135,000 restricted stock units, respectively, with vesting periods of 4 years. In conjunction with the purchase of ReachLocal Australia in 2009 (Note 4), the Company issued 22,000 shares of restricted stock units to employees of ReachLocal Australia. These restricted stock units vest ratably over service periods ranging from two to three years. Stock-based compensation expense related to restricted stock units was not significant for 2011, 2010, and 2009.

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

	Restricted Stock Units			Vested		Unvested
Outstanding at December 31, 2008		2,506			2,191		315
Vested		—			230		(230	)
Repurchase of restricted stock		22			—		22
Outstanding at December 31, 2009		2,528			2,421		107
Vested		—			114		(114	)
Cancellations		(1	)		—		(1	)
Issuance of restricted stock		135			—		135
Outstanding at December 31, 2010		2,662			2,535		127
Vested		—			47		(47	)
Cancellations		(43	)		—		(43	)
Issuance of restricted stock		94			8		86
Outstanding at December 31, 2011		2,713			2,590		123

Deferred Stock Consideration

As part of the consideration paid to acquire SMB:LIVE, on February 22, 2011 the Company paid $0.2 million in cash and issued 90,062 shares of its common stock, on August 22, 2011 paid $0.3 million in cash and issued 93,346 shares of its common stock, and on February 22, 2012 paid $0.6 million in cash and issued 181,224 shares of its common stock (see Notes 4, 9 and 15). The February 22, 2012 payment represented the final payment of deferred consideration in connection with the SMB:LIVE acquisition.

 As part of the February 8, 2011 acquisition of DealOn, on February 8, 2012, the Company paid $0.5 million in cash and issued 10,649 shares of its common stock. The Company remains obligated to pay up to approximately $0.7 million in cash and issue 10,648 shares of its common stock, subject to adjustment under the terms of the acquisition agreement (see Note 4).

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):

	Year Ended December 31,
	2011		2010		2009
Stock-based compensation	$	9,525	$	7,579	$	3,109
Less: Capitalized stock-based compensation		1,144		1,906		195
Stock-based compensation expense, net	$	8,381	$	5,673	$	2,914

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

	Year Ended December 31,
	2011		2010		2009
Stock compensation, net of capitalization
Cost of revenue	$	200	$	244	$	86
Selling and marketing		1,402		1,202		566
Product and technology		1,387		1,104		117
General and administrative		5,392		3,123		2,145
	$	8,381	$	5,673	$	2,914

As of December 31, 2011, there was $20.3 million 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 1.4 years. Future stock-based compensation for these awards may differ in the event actual forfeitures deviate from management’s estimates.

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Note 7 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies Disclosure [Text Block]

7. Commitments and Contingencies

The Company leases office facilities under operating lease agreements that expire at various dates through 2021. The terms of the majority of the Company’s lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease term.

Rental expense, principally for leased office space under operating lease commitments, was $9.7 million, $6.4 million and $4.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

As of December 31, 2011, future minimum payments under cancelable and non-cancelable operating leases are as follows (in thousands):

Year Ended December 31,
2012	$	9,168
2013		9,030
2014		7,062
2015		5,808
2016		3,550
Thereafter		8,028
	$	42,646

Letters of Credit and Restricted Certificates of Deposit

As of December 31, 2011 and 2010, the Company maintained letters of credit totaling $1.3 million and $0.8 million, respectively, to secure its obligations under facility operating lease agreements. The letters of credit are collateralized by restricted certificates of deposit and automatically renew for successive one-year periods over the duration of the lease term. As of December 31, 2011 and 2010, the Company was required to maintain cash reserve balances of at least $1.3 million and $0.8 million, respectively, to secure these letters of credit. These amounts were classified as restricted certificates of deposit in the accompanying consolidated balance sheets.

Litigation

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes that the final disposition of such matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

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 December 9, 2011, the Court granted final approval of a settlement of the class action for $0.8 million, which together with legal costs resulted in a charge of $0.8 million recorded in fiscal 2010.

Deferred Payment Obligations

As part of the consideration paid to acquire SMB:LIVE, on February 22, 2011 the Company paid $0.2 million in cash and issued 90,062 shares of its common stock, on August 22, 2011 paid $0.3 million in cash and issued 93,346 shares of its common stock, and on February 22, 2012 paid $0.6 million in cash and issued 181,224 shares of its common stock (see Notes 4 and 9). The February 22, 2012 payment represented the final payment of deferred consideration in connection with the SMB:LIVE acquisition.

 As part of the February 8, 2011 acquisition of DealOn, on February 8, 2012, the Company paid $0.5 million in cash and issued 10,649 shares of its common stock. The Company remains obligated to pay up to approximately $0.7 million in cash and issue 10,649 shares of its common stock, subject to adjustment under the terms of the acquisition agreement (see Note 4).

See Note 8 “Stockholder’s Equity” for information on the Company’s stock repurchase program.

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Note 8 - Stockholder's Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity Note Disclosure [Text Block]

8. Stockholder’s Equity

Common Stock

At December 31, 2011, there were 140,000,000 shares of common stock authorized. At December 31, 2011 and 2010, there were 28,551,925 and 28,165,023 shares, respectively, issued and outstanding. Holders of common stock are entitled to dividends if and when declared by the board of directors.

Initial Public Offering

On May 19, 2010, the Company issued 3,941,103 shares of common stock, including shares from the exercise of the underwriters’ option to purchase 625,000 shares, at a price of $13.00 per share, raising proceeds to the Company of $42.0 million, net of underwriting discounts and commissions and offering costs.

Upon the completion of the initial public offering, the Company amended and restated its certificate of incorporation to authorize the Company to issue up to 140,000,000 shares of common stock, at $0.00001 par value per share.

Convertible Preferred Stock

Upon the completion of the initial public offering, all of the then outstanding shares of convertible preferred stock were converted to 16,712,120 shares of common stock with a par value of $0.00001 per share.

Series A Convertible Preferred Stock

In February 2004, the Company issued 813,955 shares of Series A convertible preferred stock (“Series A preferred stock”) at $0.61 per share, resulting in gross proceeds of approximately $500,000. In May 2004, the Company amended its certificate of incorporation to increase the authorized shares of the Series A preferred stock to 1,221,120 shares. This issuance resulted in an additional 407,165 shares of Series A preferred stock for gross proceeds of approximately $250,000.

Series B Convertible Preferred Stock

In June 2004, the Company issued 3,615,330 shares of Series B-1 convertible preferred stock (“Series B-1 preferred stock”) at $0.55 per share and 5,271,980 shares of Series B-2 convertible preferred stock (“Series B-2 preferred stock”) at $0.95 per share. The gross proceeds approximated $2,000,000 and $4,984,000 for the Series B-1 preferred stock and B-2 preferred stock.

Series C Convertible Preferred Stock

In June 2006, the Company issued 2,221,890 shares of Series C convertible preferred stock (“Series C preferred stock”) at $1.35 per share, resulting in gross proceeds of approximately $3,000,000. In September 2006, the Company issued an additional 1,481,260 shares of Series C preferred stock at $1.35 per share, resulting in gross proceeds for approximately $2,000,000.

Series D Convertible Preferred Stock

In September 2007, the Company issued 5,974,612 shares of Company’s Series D convertible preferred stock (“Series D preferred stock”) at $9.23 per share, resulting in gross proceeds of approximately $55,122,000. In conjunction with the Series D financing, the Company repurchased 1,978,000 shares of common stock and 1,666,418 shares of Series C convertible preferred stock for a net of $32,416,000. Immediately following the close of the Series D financing, 1,666,417 shares of Series C convertible preferred stock converted into 1,666,417 shares of common stock, leaving 370,315 shares of Series C outstanding.

Reserved shares

In conjunction with the acquisition of SMB:LIVE, the Company issued 181,224 shares of its common stock on February 22, 2012.

In conjunction with the acquisition of DealOn, the Company is obligated to issue up to 21,297 shares of its common stock, subject to adjustment under the terms of the acquisition agreement (see Note 4).

Warrants

In 2007, the Company issued a warrant to purchase 76,137 shares of common stock with an exercise price of $9.23 per share which contained a net exercise provision. In connection with the public offering, in May 2010, the holder exercised the warrant on a net exercise basis and received 22,102 shares of the Company’s common stock.

In November 2009, the Company issued a warrant to a consultant to purchase up to 15,000 shares of common stock at an exercise price of $10.91 per share, which expires in November 2014. Because the warrant has a performance condition that had not been satisfied as of December 31, 2009, no cost was recorded in the financial statements in 2009. As of December 31, 2011, there was $33,000 of unrecognized stock-based compensation related to the warrant.

Common Stock Repurchases

On November 4, 2011, the Company announced that its Board of Directors authorized the repurchase of up to $20.0 million of the Company’s outstanding common stock. At December 31, 2011, the Company had executed repurchases of $6.7 million of its common stock under the program. From January 1, 2012 to March 9, 2012, the Company executed repurchases of an additional $2.6 million of its common stock under the program. Purchases may be made from time-to-time in open market or privately negotiated transactions as determined by the Company’s management. The amount and timing of the share repurchase will depend on business and market conditions, stock price, trading restrictions, acquisition activity, and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

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Note 10 - Income Taxes

12 Months Ended

Dec. 31, 2011

Income Tax Disclosure [Text Block]

10. Income Taxes

The components of income (loss) from continuing operations before income taxes were (in thousands):

	Year Ended December 31,
	2011			2010			2009
United States	$	(1,532	)	$	(6,238	)	$	12,632
Foreign		(1,702	)		(2,605	)		(1,792	)
	$	(3,234	)	$	(8,843	)	$	10,840

The provision for income taxes for the years ended December 31, 2011, 2010 and 2009, consists primarily of minimum state and foreign income taxes payable in the various jurisdictions in which the Company operates. In 2010, the Company recorded a one-time $0.7 million discrete deferred tax benefit related to the acquisition of SMB:LIVE. 

Significant components of the provision (benefit) for income taxes are as follows (in thousands):

	Year Ended December 31,
	2011			2010			2009
Current:
Federal	$	—		$	—		$	—
State		205			64			217
Foreign		345			96			—
		550			160			217
Deferred:
Federal		509			(1,968	)		759
State		769			(193	)		118
Foreign		(1,618	)		(101	)		(2,018	)
		(340	)		(2,262	)		(1,141	)
Valuation allowance		525			1,562			1,141
	$	735		$	(540	)	$	217

The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to income before income taxes as follows (in thousands):

	Year Ended December 31,
	2011			2010			2009
Income tax benefit at the federal statutory rate (34%)	$	(1,100	)	$	(3,007	)	$	3,686
State income tax benefit, net of federal tax benefit		643			(225	)		334
Foreign income taxes, net		(43	)		(372	)		(809	)
Non-deductible stock-based compensation		345			2,169			1,019
Gain on acquisition of ReachLocal Australia		—			—			(5,516	)
Acquisition of SMB:LIVE		—			(702	)		—
Change in valuation allowance		525			1,562			1,141
Other		365			35			362
	$	735		$	(540	)	$	217

The components of deferred income tax assets and liabilities are as follows (in thousands):

	December 31,
	2011			2010
Deferred tax assets:
Vacation accrual	$	527		$	700
Allowance for doubtful accounts		148			151
Accrued expenses		850			1,071
Deferred rent		928			692
State taxes		70			22
Intangible assets		965			—
Other		—			76
Net operating loss carryforward		12,495			8,944
Gross deferred tax assets		15,983			11,656
Less: valuation allowance		(10,427	)		(7,386	)
Net deferred tax assets		5,556			4,270
Deferred tax liabilities:
Intangible assets		—			(1,064	)
Capitalized software		(2,671	)		(1,186	)
Depreciation		(3,070	)		(2,020	)
Net deferred tax liability	$	(185	)	$	—

In accounting for the acquisition of ReachLocal Australia, the Company recorded intangible assets and adjustments to deferred revenue that resulted in additional temporary differences and the recorded deferred tax liability of $0.8 million. As a result, the Company also reflects a net deferred tax asset of the same amount to recognize a portion of the tax attributes acquired. Absent additional evidence of future realizability, the Company will increase the valuation allowance against such deferred tax assets as the temporary differences and related deferred tax liability are reduced through the amortization of the amounts recorded in the purchase accounting.

The following table summarizes the Company’s net operating loss carry-forwards as of December 31, 2011:

Net operating loss:	Balance at December 31, 2011 (in thousands)		Beginning Expiration Year
Federal	$	20,862	2024
State		15,951	Various jurisdictions from 2013 to 2029
Foreign		11,841	Generally do not expire, but are subject to certain limitations

Due to the Company’s history of operating losses, there is substantial uncertainty surrounding whether the Company will ultimately realize its deferred tax assets. Accordingly, these tax assets have been fully reserved as of December 31, 2011, 2010 and 2009.

U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such temporary differences totaled $18.7 million as of December 31, 2011, which included $16.2 million of non-cash gain discussed below. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation.

In 2009, the Company recorded a non-cash gain of $16.2 million in conjunction with the acquisition of ReachLocal Australia (see Note 4). As the Company intends to hold its investment in ReachLocal Australia permanently, the Company did not recognize a provision for income taxes on the gain or the resulting temporary difference. However, should the Company later sell or liquidate its interest in ReachLocal Australia, it would recognize an estimated tax provision of $6.1 million on the untaxed amount.At December 31, 2011, the Company had gross unrecognized tax benefits of approximately $2.1 million. Of this total, approximately $0.1 million would affect the Company’s effective tax rate if recognized. The Company classifies liabilities for unrecognized tax benefits for which it does not anticipate payment or receipt of cash within one year in non-current other liabilities.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands):

	December 31,
	2011		2010		2009
Unrecognized tax benefits – beginning balance	$	2,000	$	2,000	$	2,000
Gross increases – tax positions taken in prior period		100		—		—
Unrecognized tax benefits – ending balance	$	2,100	$	2,000	$	2,000

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the year ended December 31, 2011, the Company recognized and accrued approximately $0.1 million of interest at December 31, 2011.

The Company files income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. 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.

The Company does not expect significant changes to the unrecognized tax benefits in the next 12 months.

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Note 15 - Quarterly Information (Unaudited)

12 Months Ended

Dec. 31, 2011

Quarterly Financial Information [Text Block]

15. Quarterly Information (Unaudited)

The following table sets forth unaudited quarterly financial data for the four quarters of each of 2011 and 2010. As a result of the winding down of the operations of Bizzy, management has reclassified and presented all related historical financial information as “discontinued operations” in the accompanying Consolidated Balances Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows.

	Dec 31, 2011			Sept 30, 2011			June 30, 2011			Mar 31, 2011			Dec 31, 2010			Sept 30, 2010			June 30, 2010			Mar 31, 2010
Revenue	$	99,802		$	98,629		$	92,752		$	84,058		$	80,580		$	77,121		$	70,362		$	63,626
Cost of revenue	$	49,196		$	50,265		$	46,598		$	44,500		$	43,560		$	42,172		$	38,447		$	34,839
Income (loss) from continuing operations, net of income taxes	$	308		$	(1,329	)	$	(276	)	$	(2,672	)	$	(2,806	)	$	(1,915	)	$	(1,833	)	$	(1,749	)
Loss from discontinued operations, net of income taxes	$	(1,495	)	$	(3,272	)	$	(673	)	$	(775	)	$	(822	)	$	(956	)	$	(561	)	$	(505	)
Net loss available to common stockholders	$	(1,187	)	$	(4,601	)	$	(949	)	$	(3,447	)	$	(3,628	)	$	(2,871	)	$	(2,394	)	$	(2,254	)
Net income (loss) per share from continuing operations, basic	$	0.01		$	(0.05	)	$	(0.01	)	$	(0.09	)	$	(0.10	)	$	(0.07	)	$	(0.07	)	$	(0.07	)
Loss per share from discontinued operations, basic		(0.05	)		(0.11	)		(0.02	)		(0.03	)		(0.03	)		(0.03	)		(0.02	)		(0.02	)
Net loss per share, basic	$	(0.04	)	$	(0.16	)	$	(0.03	)	$	(0.12	)	$	(0.13	)	$	(0.10	)	$	(0.09	)	$	(0.10	)
Net income (loss) per share from continuing operations, diluted	$	0.01		$	(0.05	)	$	(0.01	)	$	(0.09	)	$	(0.10	)	$	(0.07	)	$	(0.07	)	$	(0.07	)
Loss per share from discontinued operations, diluted		(0.05	)		(0.11	)		(0.02	)		(0.03	)		(0.03	)		(0.03	)		(0.02	)		(0.02	)
Net loss per share, diluted	$	(0.04	)	$	(0.16	)	$	(0.03	)	$	(0.12	)	$	(0.13	)	$	(0.10	)	$	(0.09	)	$	(0.10	)

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Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) (USD $) In Thousands	Series A Convertible Preferred Stock [Member] USD ($)	Series B-1 Convertible Preferred Stock [Member] USD ($)	Series B-2 Convertible Preferred Stock [Member] USD ($)	Series C Convertible Preferred Stock [Member]	Series D Convertible Preferred Stock [Member] USD ($)	Common Stock [Member] USD ($)	Receivable From Stockholder [Member] USD ($)	Additional Paid-in Capital [Member] USD ($)	Retained Earnings [Member] USD ($)	Accumulated Other Comprehensive Income (Loss) [Member] USD ($)	Total USD ($)
Balance at Dec. 31, 2008	$ 1	$ 1	$ 1		$ 1	$ 1	$ (227)	$ 37,696	$ (14,919)	$ (41)	$ 22,514
Balance (in Shares) at Dec. 31, 2008	1,221	3,615	5,272	371	5,974	6,257
Exercise of stock options								54			54
Exercise of stock options (in Shares)						76
Common and restricted stock issued in business combination								6,244			6,244
Common and restricted stock issued in business combination (in Shares)						599
Stock-based compensation								3,253			3,253
Receivable from stockholder (1)							128				128
Foreign currency translation adjustments										(97)	(97)
Net income (loss)									10,022		10,022
Comprehensive loss											9,925
Balance at Dec. 31, 2009	1	1	1		1	1	(99)	47,247	(4,897)	(138)	42,118
Balance (in Shares) at Dec. 31, 2009	1,221	3,615	5,272	371	5,974	6,932
Preferred stock conversion	(1)	(1)	(1)		(1)			4
Preferred stock conversion (in Shares)	(1,221)	(3,615)	(5,272)	(371)	(5,974)	16,712
Issuance of common stock, net of costs								41,996			41,996
Issuance of common stock, net of costs (in Shares)						3,941
Par value adjustment						(1)		1
Exercise of stock options								1,068			1,068
Exercise of stock options (in Shares)						536
Stock-based compensation								7,746			7,746
Issuance of common stock in connection with vesting of restricted stock								78			78
Issuance of common stock in connection with vesting of restricted stock (in Shares)						44
Foreign currency translation adjustments							12			145	157
Net income (loss)									(11,147)		(11,147)
Comprehensive loss											(10,990)
Balance at Dec. 31, 2010							(87)	98,140	(16,044)	7	82,016
Balance (in Shares) at Dec. 31, 2010						28,165
Exercise of stock options								5,521			5,521
Exercise of stock options (in Shares)						976
Common and restricted stock issued in business combination								1,895			1,895
Common and restricted stock issued in business combination (in Shares)						266
Stock-based compensation								9,855			9,855
Issuance of common stock in connection with vesting of restricted stock (in Shares)						14
Common stock repurchase								(6,468)			(6,468)
Common stock repurchase (in Shares)						(869)
Investment in subsidiary								(60)			(60)
Foreign currency translation adjustments									(6)	(282)	(288)
Net income (loss)									(10,184)		(10,184)
Comprehensive loss											(10,472)
Balance at Dec. 31, 2011							$ (87)	$ 108,883	$ (26,234)	$ (275)	$ 82,287
Balance (in Shares) at Dec. 31, 2011						28,552

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Note 4 - Acquisitions

12 Months Ended

Dec. 31, 2011

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

4. Acquisitions

Acquisition of ReachLocal Australia

On December 21, 2006, the Company and NetUs Pty. Ltd. (“NetUs”) established ReachLocal Australia Pty Ltd. (“ReachLocal Australia”), a 50/50 joint venture, to provide the Company’s online marketing services to the defined territories of Australia and New Zealand. In exchange for its ownership interest and concurrent with the formation of the joint venture, the Company entered into a software license agreement with ReachLocal Australia. Under the terms of the joint venture agreement, the Company was not contractually obligated to provide any funding to ReachLocal Australia. Under the software license agreement, the Company developed and supported proprietary software, similar to its current proprietary software used in the United States, for the exclusive use of ReachLocal Australia for Internet advertising campaigns in the defined territories of Australia and New Zealand (the “Australian Platform”). The Company granted ReachLocal Australia an exclusive perpetual right and license to use the Australian Platform and agreed to provide services required under the agreement within the defined territories.

On December 22, 2006, ReachLocal Australia entered into an Executive Equity Participation Agreement with Elysium Corporation Pty Ltd. (“Elysium”). Elysium is the trustee of The Power Family Discretionary Trust, and the agreement was in exchange for the service and employment of Steven Power, Managing Director of ReachLocal Australia. Pursuant to the agreement, Elysium was issued 5% of the outstanding capital stock of ReachLocal Australia and both the Company’s and NetUs’ fully diluted ownership was reduced to 47.5%.

On March 13, 2007, the Company and NetUs entered into a first amendment to the software license agreement and a first amendment to the joint venture agreement. Pursuant to the agreement, the Company agreed to provide a credit of $0.3 million towards future upgrades and modifications of the Australian Platform to offset charges otherwise allowed under the software license agreement. In addition, NetUs increased its funding obligation to ReachLocal Australia by an additional $0.8 million up to a maximum of $2.8 million.

ReachLocal Australia had minimal operations in 2006. During 2007, the Company’s proportionate loss in ReachLocal Australia exceeded the carrying value of its investment. Accordingly, the Company recorded a loss in the amount of $0.3 million to reduce the carrying value of the investment in ReachLocal Australia to zero. No additional loss accruals were recorded in 2007 as the Company had no obligation for additional contributions to ReachLocal Australia at that time.

On March 25, 2008, the Company and NetUs entered into the second amendment to the joint venture agreement providing that each party would provide additional funding up to Australian $0.9 million for a combined total of Australian $1.8 million to meet the working capital requirements of the business. During 2008, the Company made the required funding payments of Australian $0.9 million and due to continued losses of ReachLocal Australia, the entire commitment was recognized as equity in losses of unconsolidated joint venture in the accompanying 2008 consolidated statement of operations.

On September 11, 2009, the Company acquired the remaining interest in ReachLocal Australia for approximately $17.9 million which consisted of the issuance of 598,665 shares of common stock (including 22,000 shares of restricted stock—see Note 9) valued at $10.43 per share (which represented the latest quarterly valuation of the Company’s common stock performed prior to the acquisition date), a cash payment in the amount of $5.8 million and a non-interest bearing deferred payment obligation of $6.1 million, due upon the closing of the Company’s initial public offering. For purposes of determining the Company’s acquisition consideration, management discounted the note to its estimated net present value of $5.9 million. The deferred payment obligation was satisfied upon the closing of the Company’s initial public offering; and the Company recognized both interest expense and an exchange gain related to the obligation. There was no contingent consideration issued in conjunction with the purchase. The assets acquired by the Company include cash, accounts receivable, intangible assets, property, plant and equipment, and other current assets. As a result of this transaction, ReachLocal Australia became a wholly owned subsidiary of the Company. In conjunction with the acquisition, the Company incurred approximately $0.3 million in costs that are reflected in general and administrative expense in the accompanying consolidated financial statements for 2009.

The Company recorded the assets and liabilities acquired at their respective fair values, and the Company recorded a gain of $16.2 million, which represents its share of the excess of fair value over the carrying value of the investment in ReachLocal Australia. The Company did not record a deferred income tax liability associated with the gain since the excess of the amount for financial reporting over the corresponding tax basis is permanent in duration. The following table summarizes the fair value of assets and liabilities acquired (in thousands):

Assets acquired:
Cash	$	2,727
Property and equipment		334
Other current assets (including accounts receivable)		190
Intangible assets		2,300
Goodwill		32,388
Total assets acquired		37,939
Liabilities assumed:
Accounts payable		(3,170	)
Deferred revenue		(615	)
Total fair value of assets and liabilities acquired	$	34,154

The acquisition of ReachLocal Australia allows the Company to provide services directly to the Australia and New Zealand markets. This factor contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired, and, as a result, the Company recorded goodwill in connection with this transaction.

The intangible assets acquired consist of customer relationships, which are being amortized over their estimated useful life of three years using the straight line amortization method. At December 31, 2011, the remaining amortization of intangibles is as follows (in thousands):

Year ending December 31,
2012	$	535

Amortization expense for the intangible assets was $0.8 million, $0.8 million, and $0.2 million for the years ended December 31, 2011, 2010 and 2009,  respectively. Accumulated amortization for the intangible asset was $1.8 million and $1.0 million as of December 31, 2011 and 2010, respectively.

Acquisition of SMB:LIVE

On February 22, 2010, the Company acquired all of the issued and outstanding common stock of SMB:LIVE Corporation (“SMB:LIVE”) for consideration of approximately $8.5 million in cash and stock. SMB:LIVE is a provider of data syndication and social media monitoring products and services to SMBs. With the technology acquired through the SMB:LIVE acquisition, the Company is developing a digital presence and reputation management solution designed to enable an SMB to publish multi-media content from a single interface to a business profile page hosted by the Company as well as to local directory sites, search engines and social media sites, including Twitter and Facebook. In addition, the Company will provide automated monitoring of local review sites, social media sites, and local blogs for references to the SMB or comments related to the SMB’s business to provide an SMB with feedback, alerts and analytics to assist it in managing its online reputation.

On the closing date, the Company paid $2.8 million in cash as part of the purchase price. The balance of the consideration (the “Deferred Consideration”) of $5.7 million was payable in cash and stock of the Company and was paid as summarized in the table below  (in thousands):

	Deferred Cash Consideration		Deferred Stock Consideration		Total
Total Deferred Consideration paid in 2011	$	417	$	2,385	$	2,802
Paid on February 22, 2012		575		2,356		2,931
Total	$	992	$	4,741	$	5,733

In connection with the acquisition, the Company incurred approximately $0.3 million in costs that are reflected in general and administrative expense in the accompanying consolidated financial statements for the year ended December 31, 2010.

The Company recorded the assets and liabilities acquired at their respective fair values. The following table summarizes the fair value of assets and liabilities acquired (in thousands):

Assets acquired:
Cash	$	5
Accounts receivable		142
Property and equipment		39
Other current assets		13
Intangible assets		2,300
Goodwill		1,730
Total assets acquired		4,229
Liabilities assumed:
Accounts payable and accrued expenses		(732	)
Other current liabilities		(38	)
Deferred tax liability		(702	)
Total fair value of net assets acquired	$	2,759

The intangible assets acquired consist of SMB:LIVE’s developed technology, which is being amortized over its estimated useful life of three years using the straight line method. At December 31, 2011, the remaining amortization of intangibles is as follows (in thousands):

Year Ending December 31,
2012	$	767
2013		128
Total	$	895

For the years ended December 31, 2011 and 2010, amortization expense related to the acquired developed technology was $0.8 million and $0.6 million, respectively.

The results of SMB:LIVE’s operations for the period post-acquisition have been included in the Company’s consolidated financial statements. Revenue from the acquired legacy products and services are immaterial for the years ended December 31, 2011 and 2010, respectively.

Acquisition of DealOn

On February 8, 2011, the Company acquired all of the outstanding member interests of DealOn, LLC (“DealOn”) for consideration of up to approximately $9.6 million in cash and stock. DealOn was a deal commerce company that operated in the United States and provided the Company with a deal commerce platform.

On the closing date, the Company paid $5.8 million in cash and issued 82,878 shares of its common stock, valued at $1.9 million based on fair value of the Company’s stock on the acquisition date. The balance of the purchase price of $2.0 million (the “DealOn Deferred Consideration”) was payable in cash of $1.5 million and in 21,297 shares of the Company’s common stock, and was subject to adjustment under the terms of the acquisition agreement. The following table summarizes the DealOn Deferred Consideration milestone payments as of December 31, 2011, 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

On February 8, 2012, the Company made a deferred payment in the amount of $0.5 million, net of the working capital adjustment and certain other adjustments, and issued 10,649 shares of its common stock.

For purposes of determining the Company’s acquisition consideration, management discounted the DealOn Deferred Consideration to its then present value, or $1.9 million, and recorded this amount at the time of acquisition. The Company has accrued interest on the deferred consideration originally recorded. The Company recorded the 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 net assets acquired	$	9,566

As of December 31, 2011, the Company had a total deferred payment obligation of $1.8 million, after certain purchase price adjustments, of which $1.4 million is classified as a current liability.  At December 31, 2011, the remaining amortization of DealOn’s intangibles is as follows (in thousands):

Year Ending December 31,
2012	$	274
2013		229
2014		24
Total	$	527

As of December 31, 2011, intangible assets included customer relationships and developed technology of $0.5 million (net of accumulated amortization of $0.8 million).  For the year ended December 31, 2011, amortization expense related to the acquired intangibles was $0.8 million. During 2011, the Company recorded a $0.8 million impairment charge to intangible assets related to customer relationships acquired in the DealOn acquistion.  This impairment is recorded in Cost of Revenue and results from a diminution in value attributable to an adjustment in the Company’s business strategy for ReachDeals and the elimination of its dedicated deal  sales force.

In connection with the DealOn acquisition, the Company incurred approximately $0.4 million in costs that are reflected in “general and administrative expense” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2011.

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Note 14 - Discontinued Operations

12 Months Ended

Dec. 31, 2011

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

14. Discontinued Operations

On November 1, 2011, the Company announced that it would wind down the operations of Bizzy due to insufficient consumer adoption of the Bizzy recommendation engine and determined that Bizzy would be considered a discontinued operation as of the third quarter of 2011. In connection with this decision, the Company recorded a charge of $4.0 million in 2011 to reflect the impairment of capitalized software development costs, personnel and severance costs, operating losses, facilities and other costs.