EX-10.6



 Exhibit 10.6 

Form NQO Agreement 

Name of Optionee: [                    ]

 Vesting Commencement Date:
[                    ] 
 YODLE, INC.

 Non-Qualified Stock Option Agreement 

Yodle, Inc., a Delaware corporation (the “Company”), hereby grants as of
[                    ], to [                    ]
(the “Optionee”), an option to purchase a maximum of [                    ] shares (individually, a
“Share”, and collectively, the “Shares”) of its Common Stock, $.0002 par value per share (the “Common Stock”), at the price of
$[        ] per Share on the following terms and conditions: 
 1. Grant Under 2007 Equity
Incentive Plan. This option is granted pursuant to and is governed by the Company’s 2007 Equity Incentive Plan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as
in the Plan. Determinations made in connection with this option pursuant to the Plan shall be governed by the Plan. 
 2. Grant as
Non-Qualified Stock Option; Other Options. This option is granted as a non-qualified stock option and is not intended to qualify as an incentive stock option under Section 422(b) of the Internal Revenue Code of 1986 (the
“Code”). This option is in addition to any other options heretofore or hereafter granted to the Optionee by the Company. A duplicate original of this instrument shall not effect the grant of another option. 

3. Vesting if Business Relationship Continues. If the Optionee has continued a Business Relationship with the Company on the applicable
dates, the Optionee may exercise this option for the following number of Shares: (a) as to one-quarter (1/4) of the Shares, on the first anniversary of Vesting Commencement Date; and (b) as to the remaining three-quarters (3/4)
of the Shares, in equal monthly installments of 1/48 beginning one month after the first anniversary of the Vesting Commencement Date and continuing over the next thirty-six (36) month period. The foregoing rights are cumulative and, while the
Optionee continues to maintain a Business Relationship with the Company, may be exercised on or before ten years from date hereof (the “Scheduled Expiration Date”). All of the foregoing rights are subject to Sections 4 and 5,
as appropriate, if the Optionee ceases to maintain a Business Relationship with the Company or dies or becomes disabled while in a Business Relationship with the Company. For purposes of this Agreement, “Business
Relationship” means service to the Company (or any Related Corporation) or its successor in the capacity of an employee, officer, director or consultant. 

4. Termination of Business Relationship. If the Optionee ceases to maintain a Business Relationship with the Company, other than by
reason of death or disability as defined in Section 5, no further installments of this option shall become exercisable following the date of such cessation of the Business Relationship and this option shall terminate after the passage of








 
ninety (90) days from the date the Business Relationship ceases, but in no event later than the Scheduled Expiration Date. In such a case, the Optionee’s only rights hereunder shall be
those which are properly exercised before the termination of this option. 
 5. Death; Disability. If the Optionee dies while in a
Business Relationship with the Company, this option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of the Optionee’s death, by the Optionee’s estate, personal
representative or beneficiary to whom this option has been assigned pursuant to Section 10, at any time within one (1) year after the date of death, but not later than the Scheduled Expiration Date. If the Optionee ceases to maintain a
Business Relationship with the Company by reason of the Optionee’s “disability” (as defined in the Plan), this option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it
on the date of the termination of the Optionee’s Business Relationship, at any time within one (1) year after such termination, but not later than the Scheduled Expiration Date. At the expiration of such one (1) year period or the
Scheduled Expiration Date, whichever is earlier, this option shall terminate and the only rights hereunder shall be those as to which the option was properly exercised before such termination. 

6. Partial Exercise. Exercise of this option up to the extent above stated may be made in part, but not less than 1,000 shares, at any
time and from time to time within the above limits, except that this option may not be exercised for a fraction of a Share. Any fractional Share with respect to which an installment of this option cannot be exercised because of the limitation
contained in the preceding sentence shall remain subject to this option and shall be available for later purchase by the Optionee in accordance with the terms hereof. 

7. Payment of Price. The option price is payable in United States dollars and may be paid either (i) in cash, (ii) by check,
(iii) by delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the
Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price, or
(iv) by any combination of the foregoing, equal in amount to the option price. 
 8. Agreement to Purchase for Investment. By
acceptance of this option, the Optionee agrees that a purchase of Shares under this option will not be made with a view to their distribution, as that term is used in the Act, and that the Optionee will not sell, transfer, pledge or otherwise
dispose of such Shares unless in the opinion of counsel to the Company such sale, transfer, pledge or other disposition is in compliance with or exempt from the registration and prospectus requirements of the Act. Furthermore, the Optionee agrees to
sign a certificate to the foregoing effect at the time of exercising this option and agrees that the certificate for the Shares so purchased may be inscribed with a legend to ensure compliance with this Section 8, and the Act, as well as with
Sections 10, 16 and 17, which legend may be substantially in the following form or in such other form as may be satisfactory to the Company: 

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM. 

  
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 ANY SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE
IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A CERTAIN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND THE OPTIONEE (AS DEFINED IN SUCH AGREEMENT) CONTAINING PROVISIONS RELATING, INTER-ALIA, TO RESTRICTIONS ON
TRANSFER AND DRAG-ALONG RIGHTS. A COPY OF SAID AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 9. Method of Exercising
Option. Subject to the terms and conditions of this Agreement, this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company shall designate. Such notice
shall state the election to exercise this option and the number of Shares in respect of which it is being exercised and shall be signed by the person or persons so exercising this option. If the method of payment for the Shares is described in
paragraph (i), (ii) or (iv) of Section 7, such notice shall be accompanied by payment of the full purchase price of such Shares. The Company shall deliver a certificate or certificates representing such Shares as soon as
practicable after the notice shall be received. The certificate or certificates for the Shares as to which this option shall have been so exercised shall be registered in the name of the person or persons so exercising this option (or, if this
option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising this option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship) and shall be delivered as
provided above to or upon the written order of the person or persons exercising this option. In the event this option shall be exercised, pursuant to Section 5 hereof, by any person or persons other than the Optionee, such notice shall be
accompanied by appropriate proof of the right of such person or persons to exercise this option. All Shares that shall be purchased upon the exercise of this option as provided herein shall be fully paid and non-assessable. 

10. Transfer Restrictions. 

(a) Restriction on Transfer/Exercise of Option. This option is not transferable or assignable except by will or by the laws of descent
and distribution. During the Optionee’s lifetime only the Optionee can exercise this option. 

  
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 (b) Restriction on Transfer of Shares. 

(i) The Optionee may not sell, assign, transfer or otherwise dispose of any Shares at any time prior to the effective date of an Initial
Public Offering (as defined in, and further subject to, the provisions of Section 17), except: 
 (A) with the prior written consent
of and subject to such conditions as may be imposed by the Board; 
 (B) if the Optionee is then party to, and the Shares are then subject
to, the restrictions set forth in any shareholders or similar agreement with the Company (a “Shareholders Agreement”), in accordance with the Shareholders Agreement, provided that the transferee of such Shares agrees in
writing to assume the obligations of and be bound by the terms and conditions of this Agreement, including, without limitation, such Shareholders Agreement; 

(C) if the Optionee is not then party to such a Shareholders Agreement or the Shares are not then subject to any applicable restrictions set
forth therein, (x) pursuant to the following Section 10(b)(ii) through (v) or (y) pursuant to Section 16; or 

(D) by will or by the laws of descent and distribution, but only if the transferee of such Shares agrees in writing to assume the obligations
of and be bound by the terms and conditions of this Agreement, including, without limitation, Section 17 and, if applicable, any such Shareholders Agreement. 

(ii) Company Right of First Refusal. If the Optionee proposes to sell, transfer or otherwise dispose of any Shares, or of any interest
in such Shares, now or hereafter owned by the Optionee, to any person, whether voluntarily or by operation of law, other than pursuant to Section 10(b)(i)(A), (B), (C)(y) or (D) of this Agreement, the Optionee shall first provide written
notice (the “Offer Notice”) to the Company, which notice must specify: (A) the name and address of the party to which the Optionee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the
Shares (the “Offeror”), (B) the number of Shares the Optionee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Optionee is
seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the proposed transaction, all of which must be bona fide. The Company shall have the option to purchase all or any part of the
Offered Shares for the consideration per share and on the terms and conditions specified in the Offer Notice (the “Company Option”). If the Company wishes to exercise such option, it must do so by giving written notice
thereof to the Optionee no later than twenty (20) days after the Offer Notice is given to the Company (the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five
(5) business days after the expiration of the Option Period. Notwithstanding the foregoing, if there is any dispute with respect to Fair Market Value (defined below) and the provisions of the following Section 10(b)(iv) are invoked, the
closing shall take place, as applicable, five (5) business days after the determination of Fair Market Value in accordance with Section 10(b)(iv). 

  
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 (iii) To the extent the Company does not exercise the Company Option within the Option Period,
then the Optionee may consummate the sale of the Offered Shares not purchased by the Company (such Shares are the “Remaining Shares”) in accordance with all material terms and conditions of the proposed transaction set forth
in the Offer Notice, at any time on or prior to sixty (60) days after the expiration of the Option Period. If the Optionee does not consummate the sale of the Remaining Shares within such sixty (60) day period, the Remaining Shares may not
be sold by the Optionee (other than in accordance with Section 10(b)(i)(A), (B), (C)(y) or (D)) without the giving of a new Offer Notice and the compliance by the Optionee with all the conditions and procedures in the Sections 10(b)(ii)
through (v) hereof with respect to such proposed sale. 
 (iv) To the extent that the consideration per share proposed by the Offeror
for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company in exercising the Company Option may consist of cash per share equal to the Fair Market Value of such property.
For the purposes of this Section 10(b), the “Fair Market Value” of such property shall be determined by agreement of the Optionee and the Company (the “Transaction Parties”) within
twenty (20) days after the termination of the Option Period, or, failing such agreement, the Fair Market Value shall be determined by appraisal as follows: 

(A) if the Transaction Parties agree upon an appraiser within such twenty (20) day period, then such appraiser’s appraisal shall
govern; or 
 (B) failing an agreement pursuant to the foregoing clause (A), then, within fifteen (15) days after the lapse of
such twenty (20) day period, each of the Transaction Parties, by notice to the other, shall appoint one appraiser who shall be experienced in the appraisal of the type of property to be appraised, and then the two appraisers shall select a
third appraiser whose appraisal shall govern; or 
 (C) if either Transaction Party fails to appoint an appraiser as provided in the
foregoing clause (B), then the appraisal by the appraiser appointed by the Transaction Party which does appoint an appraiser shall govern. 

All appraisal reports shall be rendered in writing and shall be signed by the governing appraiser, and the Transaction Parties shall use
reasonable efforts to cause such appraiser to render its appraisal report within twenty (20) days after the date of its appointment. The costs of the appraisal shall be shared equally between the Transaction Parties. 

(v) Unless otherwise agreed to in writing by the Company, after any sale, assignment, transfer or disposition of Shares hereunder, such
Shares and the transferee thereof shall continue to be subject to Sections 10, 16 and 17 hereof with respect to such Shares to the same extent as the Optionee would have been in the absence of such sale, assignment, transfer or disposition. In
addition, the Company may require, as a condition to effectuating any such sale, assignment, transfer or disposition of Shares, that such transferee agree in writing, in form acceptable to the Company, that such Shares shall continue to be subject
to Sections 10, 16 and 17 hereof. 

  
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 11. No Obligation to Exercise Option. The grant and acceptance of this option imposes no
obligation on the Optionee to exercise it. 
 12. No Obligation to Continue Business Relationship. The Company and any Related
Corporation are not by the Plan or this option agreement obligated to continue the Optionee in a Business Relationship. 
 13. No Rights
as Shareholder until Exercise. The Optionee shall have no rights as a shareholder with respect to Shares subject to this Agreement until a stock certificate therefor has been issued to the Optionee and is fully paid for. Except as is expressly
provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date this option is exercised and the purchase price for
the Shares being purchased is paid in full. 
 14. Capital Changes and Business Successions. The Plan contains provisions covering
the treatment of options in a number of contingencies such as stock splits, mergers and sales of the Company’s stock or assets. Without limiting the applicability of Section 1, provisions in the Plan for adjustment with respect to stock
subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable to this Non-Qualified Stock Option Agreement and are incorporated herein by reference. In general, the Optionee should
not assume that options necessarily would survive an acquisition of the Company. 
 15. Withholding Taxes. If the Company in its
discretion determines that it is obligated to withhold tax in connection with the vesting or exercise of this option, the Optionee hereby agrees that the Company may withhold from the Optionee’s compensation the appropriate amount of federal,
state and local withholding taxes attributable to such event. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such compensation, or (with respect to compensation income attributable to the exercise
of this option) in kind from the Common Stock otherwise deliverable to the Optionee (or other person or persons) on exercise of this option. The Optionee further agrees that, if the Company does not withhold an amount from the Optionee’s
compensation sufficient to satisfy the Company’s withholding obligation, the Optionee will reimburse the Company on demand, in cash, for the amount underwithheld and that the Company may decline to issue the Shares issuable upon exercise of the
Option hereunder until provision satisfactory to the Company for such reimbursement has been made. 
 16. Drag Along Right. 

(a) Exercise of Right. If one or more persons who own in the aggregate more than fifty percent (50%) of the then outstanding shares
of Common Stock of the Company (on an as-converted basis, including Common Stock issuable upon conversion of any outstanding 

  
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preferred stock) (the “Majority Holders”) shall obtain from an offeror (the “Offeror”) a bona fide arms’ length offer to consummate a Sale of
the Company (as defined below) the Majority Holders shall have the right to cause, by written notice (the “Drag Along Notice”), to any person who holds Shares pursuant to this Agreement (the “Notice
Recipient”), all of the Shares acquired under this option to be transferred to the Offeror, at the same per share purchase price (determined on an as-converted basis for preferred stock but giving effect, however, to any liquidation
preferences to which holders of such preferred stock may be entitled) and payable in the same form of consideration as is being paid in respect of the Common Stock being sold by the Majority Holders. If the Sale of the Company to the Offeror has not
occurred within one hundred eighty (180) days following the date of the Drag Along Notice, the Notice Recipient shall be released from the Optionee’s obligation under the Drag Along Notice, and it shall be necessary for a new and separate
Drag Along Notice to be furnished and the terms and provisions of this Section 16 to be separately complied with in order to consummate such a sale pursuant to this Section 16, unless the failure to complete such sale resulted from any
failure by the Notice Recipient. Each Notice Recipient shall take or cause to be taken all such actions as may be reasonably requested in order to consummate a sale pursuant to this Section 16 expeditiously. A “Sale of the
Company” means (i) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the
outstanding voting power of the Company (a “Stock Sale”), or (ii) a transaction that qualifies as a Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation, as amended from time to time).

 (b) Voting. Each Notice Recipient further agrees: 

(i) in the event the Sale of the Company transaction requires the approval of stockholders, with respect to all shares of capital stock of the
Company that the Optionee owns or over which the Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all such shares entitled to vote, in favor of, and adopt, the Sale of the
Company (together with any related amendment to the Certificate of Incorporation required in order to implement the Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair
the ability of the Company to consummate the Sale of the Company; 
 (ii) in the event the Sale of the Company transaction is a Stock Sale,
to sell the same proportion of shares of capital stock of the Company beneficially held by the Optionee as is being sold by the Majority Holders to the person to whom the Majority Holders propose to sell their shares of capital stock, and on the
same terms and conditions as the Majority Holders with respect to shares of the same class or series; 
 (iii) to refrain from exercising
and, to the extent permitted by applicable law, to irrevocably waive, any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Sale of the Company; 

(iv) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be
requested by the Company in order to carry out the terms and provisions of this Section, including without 

  
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limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental
filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), appointment of stockholder representative and any similar or related documents; and 

(v) not to deposit, and to cause the Optionee’s heirs, successors and permitted assigns not to deposit any Shares owned by the Optionee
or the Optionee’s heirs, successors and assigns, in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of the Shares, unless specifically requested to do so by the acquiror in connection with a Sale
of the Company. 
 The proxy granted pursuant to the immediately preceding sentence is given in consideration of the grant of this option
and, as such, is coupled with an interest and shall be irrevocable unless and until the Company’s Initial Public Offering. 
 (c)
Proxy. The voting of the Shares pursuant to this Section may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. The Optionee hereby constitutes and appoints the President, Treasurer and
Secretary of the Company, and each of them, with full power of substitution, as the proxies of the Optionee with respect to the matters set forth in this Section and hereby authorizes each of them to represent and to vote, if and only if the
Optionee fails to vote or attempts to vote (whether by proxy, in person or by written consent) any of the Shares in a manner which is inconsistent with the terms of this Section. The proxy granted pursuant to the immediately preceding sentence is
given in consideration of the grant of this option and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 16(e) below. 

(d) Failure to Deliver Shares. If the Notice Recipient fails or refuses to deliver on a timely basis duly endorsed certificates
representing Shares to be sold pursuant to this Section 16, the Offeror shall have the right to deposit the purchase price for the Shares in a special account with any bank or trust company in the State of Delaware or another state within the
United States, giving notice of such deposit to the Notice Recipient, whereupon such Shares shall be deemed to have been purchased by the Offeror and such purchase shall be duly noted upon the books and records of the Company and all the Notice
Recipient’s rights in and to such Shares shall be terminated. All such monies shall be held by the bank or trust company for the benefit of the Notice Recipient. All monies deposited with the bank or trust company but remaining unclaimed for
two (2) years after the date of deposit shall be repaid by the bank or trust company to the Company on demand, and the Notice Recipient shall thereafter look only to the Company for payment. 

(e) Expiration of Drag Along Right. The drag along right set forth above shall remain in effect until the effective date of the
Company’s Initial Public Offering. 

  
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 (f) Shareholders Agreement. Notwithstanding the foregoing, if the Optionee is then party
to and the Shares are then subject to the drag along right set forth in any Shareholders Agreement, then the Optionee shall be bound by the “drag along” provision set forth in the Shareholders Agreement in lieu of this Section 16. 

17. Lock-up Agreement. The Optionee agrees that the Optionee will not, for a period of at least one hundred eighty (180) days
following the effective date of the Company’s initial or any other distribution of securities in an underwritten public offering to the general public pursuant to a registration statement filed with the Securities and Exchange Commission (such
initial distribution referred to as the “Initial Public Offering” and any other such distribution referred to as a “Public Offering”), directly or indirectly, sell, pledge, hypothecate, transfer, offer
to sell or otherwise dispose of the Company’s securities other than any securities which are included in such Initial Public Offering or a Public Offering. If the managing underwriter of any Initial Public Offering or a Public Offering
determines that a longer time period is appropriate and the officers and directors of the Company are subject to such longer time period, the aforementioned one hundred eighty (180) day period may be lengthened consistent with the requirements
of the managing underwriter. 
 18. Provision of Documentation to Optionee. By signing this Agreement the Optionee acknowledges
receipt of a copy of this Agreement and a copy of the Company’s 2007 Equity Incentive Plan. 
 19. Prior Understandings. This
Agreement represents the complete agreement of the parties with respect to the transactions contemplated hereby and supersedes all prior or contemporaneous agreements and understandings, including without limitation any provisions contained in the
offer letter agreement between the Optionee and the Company entered into on or about the time the Optionee commenced Business Relationship with the Company, if any. 

20. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Delaware.

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 Natpal, Inc. Non-Qualified Stock Option Agreement Signature Page 

IN WITNESS WHEREOF the Company and the Optionee have caused this instrument to be executed, and the Optionee whose signature appears below
acknowledges receipt of a copy of the Plan and acceptance of an original copy of this Agreement. 
  

							
	OPTIONEE	 		 	YODLE, INC.
				
	  
	 		 	By:	 	  

	Print Name:
[                                         
                   ]	 		 	Name:	 	
	Address:
                                         
                           	 		 	Title:	 	
	City/State/Zip: