8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2015

REACHLOCAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34749	20-0498783
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

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

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

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 9, 2015, ReachLocal, Inc., and certain of our affiliates entered into a Second Amendment to Loan and Security Agreement with Hercules Technology Growth Capital, Inc. (“Hercules”), as administrative agent and lender. The loan amendment amends the Loan and Security Agreement, dated April 30, 2015, among the parties, to, among other things, waive compliance with the term loan’s revenue and Adjusted EBITDA covenant thresholds for November and December 2015. In connection with the amendment we (i) paid Hercules a one-time fee of $225,000, (ii) reset the term loan’s schedule of prepayment fees to begin from November 9, 2015, instead of April 30, 2015, and (iii) agreed to amend the warrant issued to Hercules in connection with the term loan as described below no later than November 16, 2016.

On November 11, 2015, the Company and Hercules amended the warrant issued to Hercules in connection with the term loan to increase the number of shares of the Company’s common stock subject to the warrant to 300,000 and reduce the exercise price to $0.85. The amended warrant is exercisable in full and not in part. In addition, if upon the sale of all shares issued upon exercise of the warrant, or in the case of a merger or sale transaction involving other securities in whole or in part, upon the sale of such securities, the absolute return on the warrant exceeds $2.55 per share underlying the warrant, the warrant holder will pay ReachLocal the excess in cash.

The above descriptions of the loan and security agreement amendment and warrant agreement amendment are qualified in their entirety by reference to those agreements, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required to be disclosed under this Item 2.03 is set forth in Item 1.01 above and is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description of Exhibit
4.1	First Amendment to Warrant Agreement, dated as of November 11, 2015, between ReachLocal, Inc. and Hercules Technology Growth Capital, Inc.
10.1	Second Amendment to Loan and Security Agreement, dated as of November 9, 2015, by and among ReachLocal, Inc., direct and indirect domestic subsidiaries of ReachLocal, Inc., as co-borrowers, Hercules Technology Growth Capital, Inc., as administrative agent, and the lenders party thereto from time to time, including Hercules Technology Growth Capital, Inc.

SIGNATURES

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

Date: November 12, 2015	REACHLOCAL, INC.
	By:	/s/ Ross G. Landsbaum
	Name:	Ross G. Landsbaum
	Title:	Chief Financial Officer

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO
Warrant AGREEMENT

THIS FIRST AMENDMENT TO WARRANT AGREEMENT (the “Amendment”) is made and dated as of November 11, 2015, and is entered into by and between REACHLOCAL, INC., a Delaware corporation ( “Company”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Warrantholder”),

RECITALS

A.           Company previously issued a warrant to Warrantholder pursuant to a Warrant Agreement dated as of April 30, 2015, (the “Agreement’) in connection with that certain Loan and Security Agreement dated April 30, 2015, as amended pursuant to that certain First Amendment to Loan and Security Agreement dated as of August 3, 2015 and that certain Second Amendment to Loan and Security Agreement dated as of November 9, 2015 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”);

B.            Company requested certain waivers of and amendments to the Loan Agreement, and as a condition to agreeing to such accommodations, Warrantholder requires the Exercise Price of the Warrant as well as other terms of the Agreement to be adjusted as provided herein; and

C.            Company and Warrantholder are willing to amend the Agreement as provided herein.

AGREEMENT

NOW, THEREFORE, Company and Warrantholder agree as follows:

1.             Unless otherwise defined herein, all capitalized terms shall have the meaning provided in the Warrant. The recitals set forth above are hereby incorporated by reference.

2.             Section 1 of the Agreement shall be deemed to be amended and restated as follows:

SECTION 1.     GRANT OF THE RIGHT TO PURCHASE COMMON STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 300,000 fully paid and non-assessable shares of Common Stock (the “Warrant Shares”), with both the number of shares and the Exercise Price of such shares subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

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“1934 Act” means the Securities Exchange Act of 1934, as amended;

“Act” means the Securities Act of 1933, as amended;

“Cap Amount” shall have the meaning provided in Section 10(g).

“Company” means ReachLocal, Inc., a Delaware corporation, and any successor or surviving entity that assumes the obligations of the Company under this Agreement pursuant to Section 8(a);

“Charter” means the Company’s Certificate of Incorporation or other constitutional document, as may be amended from time to time;

“Common Stock” means the Company’s common stock, $0.00001 par value per share;

“Excluded Registration” means a registration of the Company’s capital stock on form S-4, S-8 or their successors relating to any acquisition of any entity or business or the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan;

“Exercise Price” means $0.85, subject to adjustment pursuant to Section 8;

“Marketable Securities” means securities issued by a corporation whose equity securities are traded on Nasdaq, NYSE or AMEX, which securities have been issued in a transaction registered under the Act and can be sold by non-affiliates immediately following the closing of a Merger Event regardless of any lock-up or other restriction;

“Merger Event” means any merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of common stock, other securities or property of another entity;

“Purchase Price” means, with respect to any exercise of this Agreement, an amount equal to the Exercise Price multiplied by the number of shares of Common Stock covered by this Warrant; and

“Qualified Merger Event” means a Merger Event in which the consideration to be received by holders of Common Stock at the closing of such Merger Event consists of cash or Marketable Securities (or a combination of cash and Marketable Securities);

“Warrant Shares” shall have the meaning provided in the first paragraph of this Section 1; provided, that for purposes of Section 10(g), Warrant Shares shall also mean, if and as applicable, any securities received in respect of Warrant Shares upon the consummation of any Merger Event.

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3.             The first paragraph of Section 3(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a)     Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole but not in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below (the date of the last to occur of both events, the “Exercise Date”), and in no event later than three (3) days thereafter, the Company shall create an account at its transfer agent and issue to the Warrantholder the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any.

4.             Section 3(a)(iii) of the Agreement is hereby deleted.

5.             Section 10 of the Agreement is hereby amended to include a new subsection (g) to follow subsection (f) as follows:

(g)     Cap on Return. The maximum return Warrantholder is entitled to receive on the sale, transfer or other disposition of the Warrant Shares, after subtracting the aggregate Exercise Price for the Warrant Shares, is $765,000 (the “Cap Amount”). If on the sale, transfer or disposition of the Warrant Shares, or any part of the Warrant Shares, the Warrantholder receives the Cap Amount, any funds received from the sale, transfer or other disposition of the Warrant Shares in excess of the Cap Amount and any Warrant Shares still owned by Warrantholder shall be returned to the Company (or, if applicable after a Merger Event, the issuer of such Warrant Shares if other than the Company). The return of funds and/or such Warrant Shares shall occur within five (5) Business Days of the date that Warrantholder receives the Cap Amount. If Warrantholder does not receive at least the Cap Amount on the sale, transfer or other disposition of all the Warrant Shares, Warrantholder shall be under no obligation to return any funds to the Company. This Section 10(g) shall survive the exercise of this Agreement, and shall be binding on any transferee of this Agreement. Any disputes relating to this Section 10(g) will be subject to, and resolved in accordance with, the provisions of Section 12, notwithstanding the exercise of this Agreement, and the application of such provisions shall also be binding upon any transferee of this Agreement.

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6.             Section 11 of the Agreement is hereby amended and restated in its entirety as follows:

Subject to compliance with applicable federal and state securities laws, and to the last sentence of this Section 11, this Agreement and all rights hereunder are transferable in whole but not in part, without charge to the holder hereof (except for transfer taxes) upon surrender of this Agreement properly endorsed. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a duly authorized and executed notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes. Notwithstanding the foregoing, neither this Agreement nor any rights hereunder may be transferred to any entity that the Board of Directors of the Company has reasonably determined is a direct competitor of the Company, unless either (i) at the time of such transfer, (x) the Loan Agreement is still in effect and (y) an Event of Default has occurred and is continuing under the Loan Agreement or (ii) such transfer is between or among Hercules Technology Growth Capital, Inc. and its Affiliates.

7.             Exhibits I, II and III of the Agreement are hereby amended and restated in their entirety by Exhibits I, II and III attached hereto, respectively.

8.             This Amendment shall not be deemed to constitute an amendment to the Agreement except as expressly provided in Sections 2-7 hereof, and all other terms and conditions of the Agreement shall remain in full force and effect.

9.             This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. The provisions of Section 12 of the Agreement shall be deemed incorporated herein by reference, mutatis mutandis.

(signatures provided on the next page)

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IN WITNESS WHEREOF, Company and Warrantholder have duly executed and delivered this First Amendment to Warrant Agreement as of the date and year first above written.

COMPANY:
ReachLocal, Inc.
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

Accepted in Palo Alto, California:

WARRANTHOLDER
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
Signature:	/s/ Ben Bang
Print Name:	Ben Bang
Title:	Associate General Counsel

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EXHIBIT I

NOTICE OF EXERCISE

To: ReachLocal, Inc.

(1) The undersigned Warrantholder hereby elects to purchase all shares of the Common Stock of ReachLocal, Inc., pursuant to the terms of the Agreement dated as of 30^th day of April, 2015, as amended from time to time (the “Agreement”) between ReachLocal, Inc. and the Warrantholder, and [CASH PAYMENT: tenders herewith payment of the Purchase Price in full, together with all applicable transfer taxes, if any.] [NET ISSUANCE: elects pursuant to Section 3(a) of the Agreement to effect a Net Issuance.]

(2) Please create an account with ReachLocal, Inc.'s transfer agent and issue said shares of Common Stock in the name of the undersigned or in such other name as is specified below.

	(Name)
	(Address)
WARRANTHOLDER:
	By:
	Name:
	Title:
	Date:

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EXHIBIT II

ACKNOWLEDGMENT OF EXERCISE

The undersigned ReachLocal, Inc., hereby acknowledge receipt of the “Notice of Exercise” from ___________________________ to purchase all shares of the Common Stock of ReachLocal, Inc., pursuant to the terms of the Agreement.

COMPANY:	ReachLocal, Inc.
	By:
	Title:
	Date:

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EXHIBIT III

TRANSFER NOTICE

(To transfer or assign the foregoing Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred and assigned to the party noted below (“Transferee”).

By executing this Transfer Notice where indicated below, Transferee acknowledges and agrees that (i) Transferee has received and reviewed a copy of the Agreement, including the provisions of Section 10(g) and Section 12, (ii) as a condition to the effectiveness of the transfer of the Agreement, Transferee agrees to be bound by the provisions of Section 10(g) and Section 12 after the exercise of the Agreement and (iii) the Company (as defined in the Agreement, but also including, if applicable, any issuer of Warrant Shares other than the Company after a Merger Event) is an intended third-party beneficiary of this paragraph and Transferee’s obligations under Section 10(g) and Section 12 of the Agreement, with full rights to enforce such obligations against Transferee in accordance with the Agreement.

(Please Print)

whose address is

Dated:

Holder’s Signature:

Holder’s Address:

Signature Guaranteed: 

NOTE:  The signature to this Transfer Notice must correspond with the name as it appears on the face of the Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Agreement.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made and dated as of November 9, 2015, and is entered into by and between REACHLOCAL, INC., a Delaware corporation, and each of its Domestic Subsidiaries (other than any FSHCO) and each of its Eligible Foreign Subsidiaries party to the Agreement (hereinafter collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).

RECITALS

A.           Borrower, Agent and Lender previously entered into that certain Loan and Security Agreement dated April 30, 2015, as amended pursuant to that certain First Amendment to Loan and Security Agreement dated as of August 3, 2015 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”);

B.            Borrower acknowledges that it is currently required to maintain Unrestricted Cash of $17,500,000 pursuant to Section 7.15(a) of the Agreement;

C.            Borrower requests that the covenants contained in Section 7.15(b) of the Agreement be waived for November and December 2015; and

D.           Agent and Lender are willing to waive such covenants as provided herein.

AGREEMENT

NOW, THEREFORE, Borrower, Agent and Lender agree as follows:

1.            Unless otherwise defined herein, all capitalized terms shall have the meaning provided in the Agreement. The recitals set forth above are hereby incorporated by reference.

2.            As of the Effective Date (defined in Section 11, below), Section 2.4 of the Agreement is amended and restated in its entirety as follows:

2.4      Prepayment. At its option upon at least seven (7) Business Days prior notice to Agent, Borrower may prepay all or any part of the outstanding Term Loan Advances by paying the principal amount of the proposed prepayment, all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: if such Term Loan Advance amounts are prepaid in any of the first twelve (12) months following November 9, 2015, three percent (3.0%); after November 9, 2016 but prior to November 9, 2017, two percent (2.0%); and thereafter zero percent (0.0%) (each, a “Prepayment Charge”). If less than the full balance of the outstanding Term Loan is being prepaid, then the minimum prepayment amount shall be in $2,500,000 increments. Borrower agrees that the Prepayment Charge is a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Borrower shall prepay the outstanding amount of all principal and accrued but unpaid interest through the prepayment date and the Prepayment Charge upon a Change in Control. Notwithstanding the foregoing, Agent and Lender agree to waive the Prepayment Charge if Agent and Lender (in its sole and absolute discretion) agree in writing to refinance the Term Loan prior to the Term Loan Maturity Date.

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3.          As of the Effective Date, Borrower’s compliance with Section 7.15(b) of the Agreement is hereby waived for the months of November and December 2015.

4.          As of the Effective Date, Section 7.15 of the Agreement is amended to add a new subsection (d) immediately following the end of subsection (c) as follows:

(d)     On a weekly basis beginning November 13, 2015, Borrower shall provide a rolling 12 week cash forecast, the format of which shall be in a form acceptable to Agent.

5.            This Amendment shall not be deemed to constitute an amendment to the Agreement except as expressly provided in Sections 2, 3 and 4, and all other terms and conditions of the Agreement shall remain in full force and effect.

6.             Within five (5) Business Days of the date of this Amendment, Borrower and Agent shall enter into an amendment to the Warrant pursuant to the terms of Exhibit A.

7.             Borrower shall pay Lender a nonrenewable facility fee of $225,000 upon execution of this Amendment, which fee shall be deemed earned as of the date hereof regardless of the early termination of the Agreement and shall be made by wire transfer in same day funds to Agent for the benefit of Lender.

8.             Borrower hereby represents and warrants to Agent and Lender as follows:

(a)     Borrower has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments have been duly executed and delivered by Borrower and constitute the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)     Other than the Subsidiaries listed on Schedule 1 of the Agreement, Borrower has no other Subsidiaries.

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(c)     The execution, delivery and performance by Borrower of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any material provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrower, or the certificate of incorporation or by-laws of Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or the Agreement or any other agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected.

(d)     No Event of Default exists under the Agreement, and all of Borrower’s representations and warranties contained in the Agreement are correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

9.             The execution of this Amendment and all other agreements and instruments related hereto shall not be deemed to be a waiver of any Event of Default under the Agreement, if any, or a waiver of any breach or default under any of the other Loan Documents, whether or not known to Agent or Lender and whether or not existing on the date of this Amendment.

10.           Borrower hereby reaffirms its agreement under the Agreement, to pay or reimburse Agent and Lender for all costs and expenses incurred by Agent and Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Agent and Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. Payment of such amount shall be made by wire transfer in same day funds to Agent. Borrower hereby agrees that Lender may, at any time or from time to time in its sole discretion and without further authorization by Borrower, apply the proceeds of any loan, for the purpose of paying any such unpaid fees, disbursements, costs and expenses.

11.           This Agreement shall become effective on payment of the amounts specified in Sections 6 and 9 hereof (the “Effective Date”).

12.          Borrower, for itself and on behalf of its Subsidiaries, respective legal representatives and successors and assigns, hereby releases Agent, Lenders and all of their Affiliates, shareholders, partners, predecessors, employees, officers, directors, attorneys, parent corporations, subsidiaries, agents, participants, assignees, servicers and receivers (collectively, the “Released Parties”), except for claims, disputes, differences, liabilities and obligations arising under this Amendment, the Agreement and the other Loan Documents after the date hereof, from any and all known and unknown claims, disputes, differences, liabilities and obligations of any and every nature whatsoever that Borrower, Guarantor or any of them may have or claim, as of the date hereof or as of any prior date, against any one or more of the Released Parties arising from, based upon or related to the Loan Documents, or any other agreement, understanding, action or inaction whatsoever with regard to the Loan Documents or any transaction or matter related thereto, including, without limitation, the origination and servicing the Term Loan and the enforcement or attempted enforcement of any rights or remedies for default or asserted default under the Loan Documents (collectively, the “Released Claims”).

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13.           Borrower further acknowledges and agrees that the Released Claims include, among other things, all claims arising out of or with respect to any and all transactions relating to the Loan Documents based on any fact, act, inaction, or other occurrence or nonoccurrence on or prior to the date hereof, including, without limitation, any breach of fiduciary duty or duty of fair dealing, breach of confidence, breach of loan commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violation of the Racketeer Influenced and Corrupt Organizations Act, violation of any other statute, ordinance or regulation, intentional or negligent infliction of mental or emotional distress, tortious interference with contractual relations or prospective business advantage, tortious interference with corporate governance, breach of contract, bad practices, unfair competition, libel, slander, conspiracy or any claim for wrongfully accelerating the Term Loan or attempting to foreclose on, or obtain a receiver for, any collateral for the Term Loan and all statutory claims and causes of action of every nature.

14.           In connection with the release contained in Sections 12 through 18 (the “Release”), Borrower acknowledges that it is aware that it may hereafter discover facts in addition to or different from those that it now knows or believes to be true with respect to the Released Claims, but that it is Borrower’s intention hereby fully, finally and forever to settle and release all claims, disputes, differences, liabilities and obligations, known or unknown, suspected or unsuspected, that now exist, may exist or heretofore have existed by Borrower, its Subsidiaries, respective legal representatives and successors and assigns against any one or more of the Released Parties. In furtherance of that intention, the Release contained in this Amendment shall be and remain in effect as a full and complete release notwithstanding the discovery of the existence of any such additional or different facts.

15.           The Release contained in this Amendment shall be effective and irrevocable upon the execution of this Amendment by Agent, Lender and Borrower and shall be deemed affirmed and restated upon, and effective as of, the Effective Date without any further documentation.

16.          BORROWER AGREES AND ACKNOWLEDGES THAT THE RELEASED CLAIMS ARE NOT LIMITED TO MATTERS THAT ARE KNOWN OR DISCLOSED TO BORROWER AND THAT THE RELEASED CLAIMS INCLUDE ALL CLAIMS, DISPUTES, DIFFERENCES, LIABILITIES AND OBLIGATIONS THAT BORROWER, ITS SUBSIDIARIES, RESPECTIVE LEGAL REPRESENTATIVES AND SUCCESSORS AND ASSIGNS DO NOT KNOW OR SUSPECT TO EXIST AS OF THE DATE HEREOF. BORROWER UNDERSTANDS THAT IT IS GIVING UP ALL RIGHTS AND CLAIMS AGAINST AGENT AND LENDER AND THE OTHER RELEASED PARTIES, KNOWN OR UNKNOWN, THAT ARE IN ANY WAY RELATED TO THE COLLATERAL OR THE LOAN.

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17.           THE PARTIES SPECIFICALLY ALLOCATE THE RISK OF ANY MISTAKE IN ENTERING INTO THE RELEASE TO THE PARTY OR PARTIES CLAIMING TO HAVE BEEN MISTAKEN.

18.           Borrower acknowledges having read and understood and hereby waives the benefits of Section 1542 of the California Civil Code, which provides as follows (and hereby waives the benefits of any similar law of the state that may be applicable):

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

19.           This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. The provisions of Section 11 of the Agreement shall be deemed incorporated herein by reference, mutatis mutandis.

(signatures provided on the next page)

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IN WITNESS WHEREOF, Borrower, Subsidiary, Agent and Lender have duly executed and delivered this Second Amendment to Loan and Security Agreement as of the date and year first above written.

BORROWER:
ReachLocal, Inc.
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer
Bizzy, Inc.
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

Kickserv, Inc.
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer
ReachLocal DP, Inc.
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

ReachLocal Canada, Inc.
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer
ReachLocal International, Inc.
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

 

DealOn, LLC
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

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IN WITNESS WHEREOF, Borrower, Subsidiary, Agent and Lender have duly executed and delivered this Second Amendment to Loan and Security Agreement as of the date and year first above written.

ReachLocal International GP LLC
Signature:	/s/ Ross G. Landsbaum
Print Name:	Ross G. Landsbaum
Title:	Chief Financial Officer

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IN WITNESS WHEREOF, Borrower, Subsidiary, Agent and Lender have duly executed and delivered this Second Amendment to Loan and Security Agreement as of the date and year first above written.

Accepted in Palo Alto, California:

LENDER:
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
Signature:	/s/ Ben Bang
Print Name:	Ben Bang
Title:	Associate General Counsel
AGENT:
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
Signature:	/s/ Ben Bang
Print Name:	Ben Bang
Title:	Associate General Counsel

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Exhibit A

Warrant Amendment Terms

        In connection with the Second Amendment to Loan and Security Agreement dated as of November 9, 2015 by and among Borrower, Lender and Agent (the “Amendment”), Borrower and Lender have agreed that, within five (5) business days of the date of the Amendment, the Warrant (as defined in the Amendment) will be amended to incorporate the following concepts:

● The number of shares issuable under the Warrant will be increased to 300,000, and the exercise price will be reduced to $0.85 per share underlying the Warrant, in each case, subject to adjustment consistent with the existing provisions of the Warrant.

● The Warrant will be exercisable in full but not in part.

● If, upon sale of all shares issued upon exercise of the Warrant (or, in the case of a Merger Event involving securities in whole or in part, upon the sale of the securities received in respect of the Warrant shares), the absolute return on the Warrant exceeds $2.55 per share underlying the Warrant, the Warrantholder will return to the Company the excess in cash within five (5) business days of the sale of shares giving rise to such measurement.

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