EX-10.6



 Exhibit 10.6 
 SEVENTH AMENDMENT 
 TO  

LOAN AND SECURITY AGREEMENT 
 This Seventh Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of April 10, 2013, by and between Square 1 Bank (the
“Bank”) and Local Corporation, Krillion, Inc. and Screamin Media Group, Inc. (collectively known as the “Borrower”). 
 RECITALS 
 Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of August 3, 2011 (as amended from time to time, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment. Unless otherwise defined herein, capitalized terms
shall have the same meaning as given to them in the Agreement. 
 NOW, THEREFORE, the parties agree as follows: 

 

	1)	Section 4.1 of the Agreement is hereby amended and restated, as follows: 


4.1 Grant of Security Interest. Borrower grants and pledges to Bank a continuing security interest in the
Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Except for Permitted Liens or as disclosed in the Schedule, such security
interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Notwithstanding any termination, of this
Agreement or of any filings undertaken related to Bank’s rights under the Code, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding. 

 

	2)	Section 5.4 of the Agreement is hereby amended and restated, as follows: 


5.4 Intellectual Property Collateral. Borrower is the sole owner of the Intellectual Property Collateral, except
for licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property
Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of the Intellectual Property Collateral violates the rights of any third party except to the extent such claim would not
reasonably be expected to cause a Material Adverse Effect. 
  

	3)	A new Section 6.2(viii) is hereby added to the Agreement, as follows: 


(viii) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable
to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s
Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to
Bank by Borrower in connection with this Agreement. 

  
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	4)	A new Section 6.10 is hereby added to the Agreement, as follows: 


6.10 Registration of Intellectual Property Rights. 

(a) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property
rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. 
 (b) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of
such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or
registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such
documents simultaneously with the filing of any such applications or registrations; and (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits,
evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing. 

(c) Borrower shall execute and deliver such additional instruments and documents from time to time as Bank may
reasonably request to perfect and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral. 
 (d) Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to
detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to
the public without the written consent of Bank, which shall not be unreasonably withheld. 
 (e) Bank
shall have the right, but not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is required under this Section 6.10 to take but which Borrower fails to take, after 15 days’ notice to Borrower. Borrower
shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.10. 
  

	5)	Section 9.2 of the Agreement is hereby amended and restated, as follows: 


9.2 Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default,
Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security
interest in 

  
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the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any
invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and
adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be
reasonable; (g) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered
into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B and C thereof, as appropriate, to include reference to any right, title or interest in any Copyrights,
Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest;
and (h) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of
attorney to sign the name of Borrower on any of the documents described in clauses (g) and (h) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every
one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated. 

 

	6)	The following definition in Exhibit A to the Agreement is hereby amended and restated, as follows: 


“Collateral” means the property described on Exhibit B attached hereto and all Negotiable Collateral and
Intellectual Property Collateral to the extent not described on Exhibit B, except to the extent any such property (i) is nonassignable by its terms without the consent of the licensor thereof or another party (but only to the extent such
prohibition on transfer is enforceable under applicable law, including, without limitation, §9406 and §9408 of the Code), (ii) the granting of a security interest therein is contrary to applicable law, provided that upon the cessation
of any such restriction or prohibition, such property shall automatically become part of the Collateral, (iii) constitutes the capital stock of a controlled foreign corporation (as defined in the IRC), in excess of 65% of the voting power of
all classes of capital stock of such controlled foreign corporations entitled to vote, or (iv) property (including any attachments, accessions or replacements) that is subject to a Lien that is permitted pursuant to clause (c) of the
definition of Permitted Liens, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder,
provided, that such property will be deemed “Collateral” hereunder upon the termination and release of such Permitted Lien. 

  
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	7)	The following definition is hereby added to Exhibit A to the Agreement, as follows: 


“Intellectual Property Collateral” means all of Borrower’s right, title, and interest in and to the
following: 
 (a) Copyrights, Trademarks and Patents; 

(b) Any and all trade secrets, and any and all intellectual property rights in computer software and computer
software products now or hereafter existing, created, acquired or held; 
 (c) Any and all design rights
which may be available to Borrower now or hereafter existing, created, acquired or held; 
 (d) Any and
all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights
identified above; 
 (e) All licenses or other rights to use any of the Copyrights, Patents or Trademarks,
and all license fees and royalties arising from such use to the extent permitted by such license or rights; 

(f) All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and 

(g) All proceeds and products of the foregoing, including without limitation all payments under insurance or any
indemnity or warranty payable in respect of any of the foregoing. 
  

	8)	Exhibit B of the Agreement is hereby replaced in its entirety with a new Exhibit B attached hereto as Appendix A. 


 

	9)	Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain
in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of,
or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.


  

	10)	Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment.


  

	11)	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.



  
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	12)	As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: 


 

	 	a)	this Amendment, duly executed by Borrower; 

  

	 	b)	an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment; 


 

	 	c)	an intellectual property security agreement, duly executed by Borrower; 

  

	 	d)	payment for all Bank Expenses, including Bank’s expenses in the documentation of this Amendment and any related documents, which may be debited from any of
Borrower’s accounts; and 

  

	 	e)	such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate. 


[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

  

									
	LOCAL CORPORATION	 		 	 SQUARE 1 BANK

					
	By:	 	/s/ Kenneth S. Cragun	 		 	By:	 	/s/ Patrick Cahill
	Name:	 	Kenneth S. Cragun	 		 	Name:	 	Patrick Cahill
	 Title:
	 	 CFO
	 		 	 Title:
	 	AVP
			
	 KRILLION, INC.
	 		 	
					
	By:	 	/s/ Kenneth S. Cragun	 		 		 	
	 Name:
	 	 Kenneth S. Cragun
	 		 		 	
	 Title:
	 	 CFO
	 		 		 	
			
	SCREAMIN MEDIA GROUP, INC.	 		 	
					
	By:	 	/s/ Kenneth S. Cragun	 		 		 	
	 Name:
	 	 Kenneth S. Cragun
	 		 		 	
	Title:	 	CFO	 		 		 	

 [Signature Page to Seventh Amendment to Loan and Security Agreement] 

  
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 APPENDIX A 
  

			
	DEBTOR:	  	LOCAL CORPORATION
		
	SECURED PARTY:	  	SQUARE 1 BANK

 EXHIBIT B 
 COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT 
 All personal property of
Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to: 
 (a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents),
equipment (including all accessions and additions thereto), financial assets, general intangibles (including patents, trademarks, copyrights, goodwill, payment intangibles and software), goods (including fixtures), instruments (including promissory
notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights,
money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; 
 (b) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any
right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time, including revised Division 9 of the Uniform Commercial Code-Secured Transactions. 

  
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	DEBTOR:	  	KRILLION, INC.
		
	SECURED PARTY:	  	SQUARE 1 BANK

 EXHIBIT B 
 COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT 
 All personal property of
Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to: 
 (a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents),
equipment (including all accessions and additions thereto), financial assets, general intangibles (including patents, trademarks, copyrights, goodwill, payment intangibles and software), goods (including fixtures), instruments (including promissory
notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights,
money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; 
 (b) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any
right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time, including revised Division 9 of the Uniform Commercial Code-Secured Transactions. 

  
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	DEBTOR:	  	SCREAMIN MEDIA GROUP, INC.
		
	SECURED PARTY:	  	SQUARE 1 BANK

 EXHIBIT B 
 COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT 
 All personal property of
Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to: 
 (a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents),
equipment (including all accessions and additions thereto), financial assets, general intangibles (including patents, trademarks, copyrights, goodwill, payment intangibles and software), goods (including fixtures), instruments (including promissory
notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights,
money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; 
 (b) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any
right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time, including revised Division 9 of the Uniform Commercial Code-Secured Transactions. 

  
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