Attached files

file filename
EX-4.6 - FORM OF NOTE - ReachLocal Incex4-6.htm
EX-4.7 - AMENDMENT TO NOTES - ReachLocal Incex4-7.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ReachLocal Incex23-1.htm
EX-21.1 - LIST OF SUBSIDIARIES - ReachLocal Incex21-1.htm
EX-10.5 - AMENDED AND RESTATED EMPLOYMENT LETTER - ReachLocal Incex10-5.htm
EX-10.31 - FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - ReachLocal Incex10-31.htm
EX-10.33 - SECURITY AGREEMENT - ReachLocal Incex10-33.htm
EX-10.32 - NOTE PURCHASE AGREEMENT - ReachLocal Incex10-32.htm
EX-10.30 - THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT - ReachLocal Incex10-30.htm
EX-31.2 - SECTION 302 CERTIFICATION OF CFO - ReachLocal Incex31-2.htm
10-K - FORM 10-K - ReachLocal Incrloc20151201_10k.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CEO - ReachLocal Incex32-1.htm
EX-32.2 - SECTION 906 CERTIFICATION OF CFO - ReachLocal Incex32-2.htm
EX-31.1 - SECTION 302 CERTIFICATION OF CEO - ReachLocal Incex31-1.htm

Exhibit 10.43

 

 

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

 

AMENDMENT TO GOOGLE ADWORDS PSP ADDENDUM

 

This Addendum (the “Amendment”), effective as of October 1, 2015 (the “Amendment Effective Date”), is between ReachLocal, Inc. (“ReachLocal US”), ReachLocal Europe B.V. (“ReachLocal Europe”) and the ReachLocal Affiliates on behalf of themselves and their Affiliates (each a “PSP” or “Customer” and, collectively, “ReachLocal PSP”) and Google Inc. and the Google Affiliates (together, “Google”) and is an addendum to the Google AdWords PSP Addendum between the parties with an effective date of July 1, 2014 (the “Addendum”). Capitalized terms not defined in this Bonus Addendum have the meanings given to those terms in the Addendum. The parties agree as follows:

 

 

1.

The parties agree that as of the Amendment Effective Date, the “Bonus Addendum” executed between the parties with an effective date of April 1, 2015 is terminated and superseded by this Amendment.

 

 

2.

Term. The first sentence of Section 12 of the Addendum is deleted and replaced with the following:

 

This Addendum will commence on the Effective Date and will continue through December 31, 2016 (the “Term”), unless terminated earlier in accordance with this Section.”

 

 

3.

Minimum Qualified Advertiser Threshold. As of the Amendment Effective Date,

 

 

a.

Section 12(D) of the Addendum is deleted and replaced with the following: “(D) INTENTIONALLY DELETED”.

 

 

b.

[*****]

 

 

4.

Performance Bonus.

 

 

a.

[*****]

 

 

b.

[*****]

 

 

5.

[*****]

 

 

6.

[*****]

 

 

7.

[*****]

 

 

8.

[*****]

 

 

9.

Miscellaneous. The parties may execute this Addendum in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument. This Amendment sets out all terms agreed between the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter.

 

[SIGNATURES CONTINUE ON THE NEXT PAGE]

 

 
 

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment by persons duly authorized.

 

 

GOOGLE INC.

 

PREMIER SMB PARTNER: REACHLOCAL, INC.

By: /s/ Philipp Schindler

By: /s/ Ross G. Landsbaum

Name: Philipp Schindler

Name: Ross G. Landsbaum

Title: Authorized Signatory

Title: CFO

Date: December 9, 2015

Date: December 7, 2015

 

 

 

GOOGLE IRELAND LIMITED

 

PREMIER SMB PARTNER: REACHLOCAL EUROPE BV

By: /s/ Jane O’Reilly

By: /s/ Craig Harris

Name: Jane O’Reilly for Ronan Harris (Board Director)

Name: Craig Harris

Title:

Title: Managing Director

Date: December 9, 2015

Date: December 7, 2015

   

 

GOOGLE ASIA PACIFIC PTE. LTD.

 

PREMIER SMB PARTNER: REACHLOCAL BRASIL SERVICOS ONLINE DE MARKETING LIMITADA

By: /s/ Marco Borla

By: /s/ Jose G. B. Coscelli

Name: Marco Borla

Name: Jose G. B. Coscelli

Title: Finance Director Google Asia Pacific Pte. Ltd.

Title: General Manager

Date: December 10, 2015

Date: December 8, 2015

   

 

GOOGLE OPERACIONES DE MEXICO S DE RL DE CV

 

PREMIER SMB PARTNER: REACHLOCAL MEXICO, S. DE R.L. DE C.V.

By: /s/ Andrea Garcia Rodriguez

By: /s/ Jose G. B. Coscelli

Name: Andrea Garcia Rodriguez

Name: Jose G. B. Coscelli

Title: Represente Legal/Legal Representative

Title: General Manager

Date: December 10, 2015

Date: December 8, 2015

 

GOOGLE BRASIL INTERNET LTDA.

By: /s/ Fábio Coelho

Name: Fábio Coelho

Title: VP, Diretor Geral

Date: December 9, 2015

 

 

 

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