**Exhibit 3.01**

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**REACHLOCAL, INC.**

Zorik Gordon and Adam F. Wergeles, hereby certify that: 

**ONE:**Thecorporation was incorporated on August 20, 2003 under the name Seeker, Inc. pursuant to the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). 

**TWO:**This Amended and Restated Certificate of Incorporation shall be effective as of 10:00 a.m. Eastern Daylight Time, onMay 25, 2010. ****

**THREE:**This Amended and Restated Certificate of Incorporation has been duly adopted inaccordance with the provisions of Sections 242, 245 and 228 of the Delaware General Corporation Law, and prompt written notice will be duly given pursuant to Section 228 of the Delaware General Corporation Law. 

**FOUR:**This Amended and Restated Certificate of Incorporation amends and restates the Restated Certificate of Incorporation to readas follows: 

**ARTICLE I**

The name of the corporation is ReachLocal, Inc. (the “Corporation”). 

**ARTICLE II**

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent atsuch address is Corporation Service Company. 

**ARTICLE III**

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DelawareGeneral Corporation Law. 

**ARTICLE IV**

A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Corporation isauthorized to issue is ONE HUNDRED AND FIFTY million (150,000,000) shares, ONE HUNDRED AND FORTY million (140,000,0000) shares of which shall be Common Stock and TEN million (10,000,000) shares of which shall be Preferred Stock. TheCommon Stock shall have a par value of $0.00001 per share and the Preferred Stock shall have a par value of $0.00001 per share. 

B. Preferred Stock. (i) Shares of preferred stock may be issued in one or moreseries, from time to time, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other specialrights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the board of directors of the corporation, and the Board of directors ishereby expressly vested with the authority, to the full extent now or hereafter provided by law, to adopt any such resolution or resolutions. The authority of the board of directors with respect to each series of preferred stock shall include, butnot be limited to, determination of the following: 

(i) The number of shares constituting that series and the distinctivedesignation of that series; 

(ii) The dividend rate or rates on the shares of that series, the terms and conditions upon whichand the periods in respect of which dividends shall be payable, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; 

(iii) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of suchvoting rights; 

(iv) Whether that series shall have conversion privileges, and, if so, the terms and conditions of suchconversion, including provision for adjustment of the conversion rate in such events as the board of directors shall determine; 

(v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including thedate or dates upon or after which they shall be redeemable, and the amount per share payable in the event of redemption, which amount may vary under different conditions and at different redemption dates; 

(vi) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms andamount of such sinking fund; 

(vii) The rights of the shares of that series in the event of voluntary or involuntaryliquidation, distribution of assets, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and 

(viii) Any other relative rights, powers, and preferences, and the qualifications, limitations and restrictions thereof, of that series. 

C. The Common Stock shall have the rights, powers, qualifications and limitations, as hereinafter set forth in this Article IV.

(1) Subject to the preferences applicable to any series of Preferred Stock outstanding at any time, the holders of shares ofCommon Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporationlegally available therefor. 

 
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(2) Upon the dissolution, liquidation or winding up of the Corporation, subject to therights, if any, of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to thenumber of shares held by them. 

(3) Except as required by law, each holder of Common Stock shall be entitled, with respect toeach share of Common Stock held by such holder on the applicable record date, to one vote in person or by proxy on all matters submitted to a vote of the holders of Common Stock, including, without limitation, in connection with the election ofdirectors to the Board of Directors (it being understood that in respect of the election of directors, no stockholder shall be entitled to cumulate votes on behalf of any candidate), whether voting separately as a class or otherwise. Notwithstandingthe foregoing, and except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating toany series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one ormore other such series of Preferred Stock, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or pursuant to the Delaware GeneralCorporation Law. 

**ARTICLE V**

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of itsstockholders or any class thereof, as the case may be, it is further provided that: 

A. (1) The management of the business andthe conduct of the affairs of the Corporation shall be vested in the Board of Directors. In addition to the powers and authority expressly conferred upon them by Statute or by this Amended and Restated Certificate of Incorporation or the Bylaws ofthe Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. Subject to the rights of any series of Preferred Stock then outstanding to electadditional directors under specified circumstances, the number of directors which shall constitute the whole Board of Directors initially shall be seven, and, thereafter shall be fixed exclusively by one or more resolutions adopted from time to timeby a majority of the Board of Directors. 

(2) Subject to the rights of any series of Preferred Stock then outstanding to electadditional directors under specified circumstances, the directors shall be divided into three classes, designated as Class I, Class II and Class III, as nearly equal in number as possible. The Board of Director is authorized to assignmembers of the Board of Directors already in office to Class I, Class II or Class III. At the first annual meeting of stockholders following the effectiveness of this Amended and Restated Certificate of Incorporation (the“Qualifying Record Date”), the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the

 
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Qualifying Record Date, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting ofstockholders following the Qualifying Record Date, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders,directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. 

Notwithstanding the foregoing provisions of this Article V(A), each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Nodecrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. 

(3)Subject to the rights of the holders of any series of Preferred Stock then outstanding, the Board of Directors or any individual director may be removed from office at any time for cause by the affirmative vote of the holders of a majority of thevoting power of all the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors (the “Voting Stock”). For purposes of this Article V, “cause” shall mean (i) the director’sconviction (treating a nolo contendere plea as a conviction) of a felony involving (a) moral turpitude or (b) a violation of federal or state securities laws, but specifically excluding any conviction based entirely on vicarious liability;(ii) the director’s commission of any material act of dishonesty resulting or intended to result in material personal gain or enrichment of such director at the expense of the Corporation or any of its subsidiaries; (iii) thedirector’s fraud or intentional misrepresentation, including falsifying use of funds and intentional misstatements made in financial statements, books, records or reports to stockholders or governmental agencies; (iv) the director’smaterial violation of any agreement between the director and the Corporation; (v) the director’s knowingly causing the Corporation to commit violations of applicable law (including by failure to act) or (vi) the director beingadjudged legally incompetent by a court of competent jurisdiction. 

(4) Subject to the rights of the holders of any series ofPreferred Stock then outstanding, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall,unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of thedirectors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director forwhich the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. 

(5)During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof, then upon commencement and for the duration of the periodduring which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitledto elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor 

 
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shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death,disqualification, resignation or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additionaldirectors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation,disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly. 

B. (1) In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make,alter or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. Notwithstanding the foregoing, but in addition toany affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Amended and Restated Certificate of Incorporation or any Certificate of Designation, the Bylaws of the Corporation may be rescinded,altered, amended or repealed in any respect by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all the then-outstanding shares of the Voting Stock. 

(2) The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. 

(3) Subject to the rights of the holders of any series of Preferred Stock then outstanding, any action required or permitted to be takenby the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, and the taking of any action by written consent of the stockholders is specifically denied. 

(4) Subject to the rights of the holders of any series of Preferred Stock then outstanding, special meetings of the stockholders of theCorporation may be called, for any purpose or purposes, by the Board of Directors, chairperson of the Board of Directors, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be calledby any other person or persons. 

(5) Subject to the rights of the holders of any series of Preferred Stock then outstanding,advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

**ARTICLE VI**

A. To the maximum extent permitted by the Delaware General Corporation Law or any other law of the State of Delaware, as the same exists or as may hereafter be amended, a director of the Corporation shallnot be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article VI to authorize

 
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corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extentpermitted by the Delaware General Corporation Law as so amended. 

B. The Corporation may indemnify and advance expenses to, tothe fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that the person, the person’s testator or intestateis or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor tothe Corporation. 

C. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of theCorporation’s Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for thisArticle VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. 

**ARTICLE VII**

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended andRestated Certificate of Incorporation in the manner prescribed herein and by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that notwithstandingany other provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series ofthe Voting Stock required by law, this Amended and Restated Certificate of Incorporation or any Certificate of Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all ofthe then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal any or all of Section B of Article IV, Article V, Article VI or this Article VII. 

* * * * 

 
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IN WITNESS WHEREOF, ReachLocal, Inc. has caused this Amended and Restated Certificate ofIncorporation to be executed by its duly authorized officers on this 19th day of May, 2010. 

 
REACHLOCAL, INC.By: 
/s/ Zorik Gordon
 Zorik Gordon Chief Executive OfficerBy: 
/s/ Adam F. Wergeles
 Adam F. Wergeles Secretary
**Signature Page toReachLocal, Inc. Amended and Restated Certificate of Incorporation**