First Amendment to Loan and Security Agreement



 Exhibit 10.1 
 SECOND AMENDMENT 
 TO 

LOAN AND SECURITY AGREEMENT 
 This Second Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of April 11, 2012, by and between Square 1 Bank (the “Bank”)
and Local.com 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)	The following definitions in Exhibit A to the Agreement are hereby amended and restated, as follows: 


“Liquidity” means the sum of (i) Cash in Bank plus (ii) the most recent Borrowing Base minus (iii) the aggregate
amount outstanding under the Non-Formula Revolving Line. 
 “Liquidity Ratio” means the ratio of Liquidity to the
aggregate amount outstanding under the Formula Revolving Line. 
 “Non-Formula Revolving Line” means a Credit Extension
of up to (i) $3,000,000, except that, for thirty (30) days during each calendar quarter, the term “Non-Formula Revolving Line” shall mean a Credit Extension of up to $5,000,000; provided however, that under no circumstances shall
the aggregate amount of outstanding Advances exceed the Total Facility Cap, and availability of Non-Formula Advances under the Non-Formula Revolving Line shall be reduced accordingly. 

 

	2)	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.


  

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


 Local.com Corporation – 2nd Amendment to LSA 

  
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	4)	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.


  

	5)	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)	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 

  

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


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

  

									
	LOCAL.COM CORPORATION	 		 	SQUARE 1 BANK
					
	By:	 	 /s/ Kenneth S. Cragun
	 		 	By:	 	 /s/ Christopher Erro

	Name:	 	Kenneth S. Cragun	 		 	Name:	 	Christopher Erro
	Title:	 	CFO	 		 	Title:	 	SVP, Venture Banking
				
	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 Second Amendment to Loan and Security Agreement] 

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