exv10w1






Exhibit 10.1




			
	 	 	 
	EXECUTION COPY
	 	Contract #1-26652287-4






AMENDMENT NUMBER 4

TO

YAHOO! PUBLISHER NETWORK AGREEMENT #1-26652287



     This Amendment Number 4 to the Yahoo! Publisher Network Agreement #1-26652287 (“Amendment
#4”) is entered into as of July 29, 2011 (“Amendment #4 Effective Date”) and is made by
and among Local.com Corporation (“Publisher”) and Yahoo! Inc. (“Yahoo!”), and
modifies the Yahoo! Publisher Network Agreement #1-26652287 by and among the same parties effective
as of August 25, 2010, as amended (the “Agreement”).



     In consideration of mutual covenants and for such other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto, Publisher and
Yahoo! hereby agree as follows:




	1.	 	The parties agree that Publisher’s written notice of non-renewal dated July 13, 2011 is
hereby revoked and will have no effect on the Agreement.
	 
	2.	 	The “End Date” on the Service Order is hereby deleted and replaced with the following: “End
Date: July 31, 2012”.
	 
	3.	 	Parts A and D of the “Deployment of Services on Publisher’s Offerings” section on the Service
Order are hereby deleted and replaced with the following, respectively:






A. Results Hosting Sites




1. Link = Search Box; Results = Paid Search Results;
Publisher’s Offering = the following Sites:
www.local.com,
www.mrlocal.com, www.premierguide.com,
www.ziphip.com and
www.loqal.com (sometimes referred to herein individually or
collectively as “Results Hosting Sites”).




2. Link = Hyperlinks; Results = Hyperlink Results;
Publisher’s Offering = Results Hosting Sites.




3. Link = Ad Code; Results = Matched Ads;
Publisher’s Offering = Results Hosting Sites.




For Results Hosting Sites approved for arbitrage, the terms of
Attachment E will apply.




D. Mapped Domains




1. Link = Domain Match Link; Results = Domain Match
Results; Publisher’s Offering = Mapped Domains (as defined in
Attachment D).




	4.	 	The “Implementation” section on the Service Order is hereby deleted and replaced with the
following:






Implementation:




	 	.	 	As shown in Attachment A and as described in this SO and
Attachments
	 
	 	.	 	***
	 
	 	.	 	Placement Requirement: As set forth in Section E of
Attachment A.
	 
	 	.	 	***




*** — Portions of this page have been omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission




Yahoo! Confidential




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	 	.	 	Publisher will abide by the provisions of *** the Domain
Match Attachment.






	5.	 	Part C of the “Compensation” section on the Service Order is hereby deleted in its entirety.
	 
	6.	 	The “Notice” section on the Service Order is hereby amended to revise Publisher’s information
to the following:




PUBLISHER

7555 Irvine Center Dr, Irvine, CA 92618

Fax: 949-784-0880

Attn: General Counsel





	7.	 	Section A(5) of Attachment A (Implementation Requirements) is hereby deleted in its entirety
and replaced with the following (additions shown in italics):






	 	5.	 	Publisher will display the first three (3) Paid
Results (or any lesser number delivered by Yahoo!)
contiguously, in the order provided by Yahoo!, without any
other content between the individual Paid Results. Furthermore,
with respect to Paid Results after such first three Paid
Results (or any lesser number delivered by Yahoo!) and any
other Results on a webpage, Publisher will display such Results
in the order provided by Yahoo without any other search results
or content from providers other than Yahoo! in between the
individual Results, as shown in the mockups attached hereto or
as otherwise approved in writing by Yahoo!.






	8.	 	Section A(12) of Attachment A (Implementation Requirements) is hereby deleted in its entirety
and replaced with the following (additions shown in italics):






	 	12.	 	Publisher will implement any commercially
reasonable technical requirements requested by Yahoo!***.






	9.	 	Section E (iFrame Implementation) of Attachment A (Implementation Requirements) is hereby
deleted in its entirety and replaced with the following:






	 	E.	 	Placement Requirement






	 	 	 	***






	10.	 	The third sentence of Section 3 (Future Offerings) of Attachment B (Terms and Conditions) is
hereby deleted and replaced with the following (additions shown in italics):






In addition, if, after the Start Date, Publisher owns or operates
any additional websites or domains, owns or licenses any software
applications for distribution to end-users, or engages in any email
campaigns that include (or that Publisher anticipates will include)
search functionality or Paid Listings ***, Publisher will notify
Yahoo! ***.




	11.	 	Section 8 (Exclusivity) of Attachment B (Terms and Conditions) is hereby amended as follows:






	 	a.	 	The following is hereby included before subsection (a) of Section 8:






	 	8.	 	Exclusivity. ***




*** — Portions of this page have been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission




Yahoo! Confidential






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	 	b.	 	The first sentence of Section 8(b) is hereby deleted and replaced with the following
(additions shown in italics):






***




	 	c.	 	Section 8(e) is hereby deleted in its entirety and replaced
with “Intentionally omitted.”






	12.	 	All references to “mockups” in the Agreement are hereby amended to refer to “mockups attached
to this Agreement or as otherwise approved in writing by Yahoo!.”
	 
	13.	 	The Agreement is amended to include the mockups attached to this Amendment #4.
	 
	14.	 	Exhibit 2 to the Agreement is hereby deleted in its entirety and replaced with the following:






Exhibit 2 to the Agreement

*** Approved by Yahoo! as of the Start Date




As approved in writing by Yahoo!.




	15.	 	Miscellaneous.






	 	(a)	 	Except as expressly set forth herein, the terms and conditions of the Agreement are
unmodified and remain in full force and effect.
	 
	 	(b)	 	The Agreement is amended to provide that references in the Agreement to “this
Agreement” or “the Agreement” (including indirect references such as “hereunder”, “hereby”,
“herein” and “hereof”) shall be deemed references to the Agreement as amended hereby. All
capitalized defined terms used but not defined herein shall have the same meaning as set
forth in the Agreement.
	 
	 	(c)	 	This Amendment #4 may be executed in one or more counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall constitute
one and the same instrument. An electronically transmitted signature via pdf or facsimile
shall be deemed the equivalent to an original ink signature.
	 
	 	(d)	 	In the event of a conflict between any of the terms and conditions of the Agreement
and any of the terms and conditions of this Amendment #4, the terms and conditions of this
Amendment #4 shall control.





[SIGNATURE PAGE FOLLOWS]



*** — Portions of this page have been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission




Yahoo! Confidential




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	 	Contract #1-26652287-4






[SIGNATURE PAGE TO AMENDMENT #4]



IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment #4 as of the
Amendment #4 Effective Date.




	 	 	 	 	 	 	 	 	 	 	 

	LOCAL.COM CORPORATION	 	 	 	YAHOO! INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Kenneth S. Cragun
 

Kenneth S. Cragun
 

	 	  
	 	By:

Name:
	 	/s/ Al Echamendi
 

Al Echamendi
 

	 	  
	Title:

	 	CFO
 

	 	 
	 	Title:
	 	VP, Business Development: Search and
Strategic Partnerships
 

	 	 
	Date:

	 	7-29-11
 

	 	 
	 	Date:
	 	7-29-11
 

	 	 





*** — Portions of this page have been omitted pursuant to a request for confidential treatment
and filed separately with the Securities and Exchange Commission




Yahoo! Confidential





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MOCKUPS




As attached hereto.



***


*** — Portions of this page have been omitted pursuant to a request for confidential treatment
and filed separately with the Securities and Exchange Commission




Yahoo! Confidential





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