EX-10.1.1



 Exhibit 10.1.1 

EXECUTION VERSION 

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This Intellectual Property Security Agreement is entered into as of September 9, 2013 by and between ROGERS COMMUNICATIONS, INC.
(“Lender”) and YODLE, INC. (“Grantor”). 
 RECITALS 

A. Lender has agreed to make certain advances of money and to extend certain financial accommodation to Grantor, ProfitFuel, Inc., and
Lighthouse Practice Management Group, Inc. (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Lender and Grantor dated as of September 9, 2013 (as amended, modified or
supplemented from time to time, the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement). Lender is willing to make the Loans to Grantor, ProfitFuel, Inc., and Lighthouse Practice Management Group,
Inc., but only upon the condition, among others, that Grantor and ProfitFuel, Inc. shall grant to Lender a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the obligations of
Grantor and ProfitFuel, Inc. under the Loan Agreement. 
 B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Lender a
security interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral. 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral
security for the prompt and complete payment when due of its and ProfitFuel, Inc.’s obligations under the Loan Agreement, Grantor hereby represents, warrants, covenants and agrees as follows: 

AGREEMENT 
 To secure its
and ProfitFuel, Inc.’s obligations under the Loan Agreement, Grantor grants and pledges to Lender a security interest in all of Grantor’s right, title and interest in, to and under its intellectual property (all of which shall collectively
be called the “Intellectual Property Collateral”), including, without limitation, the following: 
 1. Any and all copyright
rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter
existing, created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the “Copyrights”); 

2. Any and all trade secrets, and any and all intellectual property rights in computer software (other than open source, publicly available or
over the counter software) and computer software products now or hereafter existing, created, acquired or held; 
 3. Any and all design
rights that are owned by Grantor now or hereafter existing, created, acquired or held; 







 4. All patents, patent applications and like protections including, without limitation,
improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the
“Patents”); 
 5. Any trademark and servicemark rights, whether registered or not, applications to register and registrations of
the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the
“Trademarks”); 
 6. All mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter
acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”); 

7. Any and all claims for damages by way of past, present and future infringements 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; 

8. All licenses or other rights to use entered into by Grantor as licensor any of the Copyrights, Patents, Trademarks, or Mask Works and all
license fees and royalties arising from such use to the extent permitted by such license or rights; 
 9. All amendments, extensions,
renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and 
 10. 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. 
 This
security interest is granted in conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender with respect to the security interest granted hereby are in addition to those set forth in the Loan
Agreement and the other Loan Documents, and those which are now or hereafter available to Lender as a matter of law or equity. Each right, power and remedy of Lender provided for herein or in the Loan Agreement or any of the Loan Documents, or now
or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Lender of any one or more of the rights, powers or remedies provided for in
this Intellectual Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Lender, of any or
all other rights, powers or remedies. 
 [Signature page follows.] 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be
duly executed by its officers thereunto duly authorized as of the first date written above. 
  

							
		 		 	GRANTOR:
			
	Address of Grantor:	 		 	YODLE, INC.
				
	50 West 23rd Street, 4th Floor	 		 	By:	 	 /s/ Michael Gordon

	New York, New York 10010	 		 		 	
		 		 	Title:	 	 Chief Financial Officer

				
	Attn: General Counsel	 		 		 	
			
		 		 	LENDER:
			
	Address of Lender:	 		 	ROGERS COMMUNICATIONS INC.
				
	333 Bloor Street East, 10th Floor	 		 	By:	 	 /s/ Melinda Rogers

	Toronto, Ontario, M4W 1G9	 		 		 	
		 		 	Title:	 	 SVP Strategy and Development, RCI

				
	Attn: General Counsel	 		 		 	
				
		 		 	By:	 	 /s/ Anthony Staffieri

				
		 		 	Title:	 	 Executive VP and Chief Financial Officer









 EXHIBIT A 

Copyrights 
  

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date
	 None
	  		  	








 EXHIBIT B 

Patents 
  

					
	 Description
	  	Registration/
Application
Number	 	Registration/
Application
Date
	The Company has filed with the United State Patent and Trademark Office a patent application titled “Methods and Apparatus for Generating an Online Marketing Campaign” on May 29, 2008. Yodle received a first Office
Action wherein the Examiner rejected all of the claims. Yodle filed its response on June 15, 2011. Yodle received a Final Office Action on August 4, 2011 wherein the Examiner rejected all of the claims. Yodle responded to the Final Office
Action on November 22, 2011. Yodle received a non-final Office Action dated June 6, 2012 wherein the Examiner raised new rejections. Yodle responded to this Office Action and amended certain of the claims on September 4, 2012. Yodle
received a Final Office Action on November 19, 2012 wherein the Examiner rejected all of the claims, and Yodle responded to that Final Office Action on February 7, 2013. Yodle received an “Advisory Action Before the Filing of an
Appeal Brief” dated February 22, 2013 wherein the Examiner rejected all of the claims. Yodle filed a Request for Continued Examination and Amendment on April 8, 2013.	  	Application#:
12/129590	 	Application Date:
5/29/08








 EXHIBIT C 

Trademarks 
  

					
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date

	CLICKRANK (U.S. – Class 35)	  		  	Registration Date: 5/13/08
			
		  	Registration# 3487482	  	Registration Date: 8/19/08









					
		  	Registration# 3479429	  	Registration Date: 8/5/08
			
		  	Registration# TMA762,610	  	Registration Date: 3/24/10









					
	PICTIMONIAL (U.S. – Class 9)	  	Registration
# 4323475	 	Registration
Date: 4/23/13
			
	PICTIMONIAL (Canada; International Class 9)	  	Application
No. 1610202	 	Application
Date: 1/17/13
			
	Obsessed with Results (U.S. – Classes 35 & 42)	  	Serial No.
85938453	 	Application
Date: 5/21/13








 EXHIBIT D 

Mask Works 
  

					
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date

	None	  		  	








 EXECUTION VERSION 

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This Intellectual Property Security Agreement is entered into as of September 9, 2013, by and between ROGERS COMMUNICATIONS, INC.
(“Lender”) and PROFITFUEL, INC. (“Grantor”). 
 RECITALS 

A. Lender has agreed to make certain advances of money and to extend certain financial accommodation to Grantor, Yodle, Inc., and Lighthouse
Practice Management Group, Inc. (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Lender and Yodle, Inc. dated as of September 9, 2013 (as amended, modified or supplemented
from time to time, the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement). Lender is willing to make the Loans to Grantor, Yodle, Inc., and Lighthouse Practice Management Group, Inc., but only upon
the condition, among others, that Grantor and Yodle, Inc. shall grant to Lender a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the obligations of Grantor and Yodle, Inc.
under the Loan Agreement. 
 B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Lender a security interest in all of
Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral. 
 NOW,
THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its and Yodle, Inc.’s obligations under the Loan
Agreement, Grantor hereby represents, warrants, covenants and agrees as follows: 
 AGREEMENT 

To secure its and Yodle, Inc.’s obligations under the Loan Agreement, Grantor grants and pledges to Lender a security interest in all of
Grantor’s right, title and interest in, to and under its intellectual property (all of which shall collectively be called the “Intellectual Property Collateral”), including, without limitation, the following: 

1. Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached
hereto (collectively, the “Copyrights”); 
 2. Any and all trade secrets, and any and all intellectual property rights in computer
software (other than open source, publicly available or over the counter software) and computer software products now or hereafter existing, created, acquired or held; 

3. Any and all design rights that are owned by Grantor now or hereafter existing, created, acquired or held; 

4. All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the “Patents”); 







 5. Any trademark and servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the
“Trademarks”); 
 6. All mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter
acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”); 

7. Any and all claims for damages by way of past, present and future infringements 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; 

8. All licenses or other rights to use entered into by Grantor as licensor any of the Copyrights, Patents, Trademarks, or Mask Works and all
license fees and royalties arising from such use to the extent permitted by such license or rights; 
 9. All amendments, extensions,
renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and 
 10. 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. 
 This
security interest is granted in conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender with respect to the security interest granted hereby are in addition to those set forth in the Loan
Agreement and the other Loan Documents, and those which are now or hereafter available to Lender as a matter of law or equity. Each right, power and remedy of Lender provided for herein or in the Loan Agreement or any of the Loan Documents, or now
or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Lender of any one or more of the rights, powers or remedies provided for in
this Intellectual Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Lender, of any or
all other rights, powers or remedies. 
 [Signature page follows.] 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be
duly executed by its officers thereunto duly authorized as of the first date written above. 
  

							
		 		 	GRANTOR:
			
	Address of Grantor:	 		 	
			
		 		 	PROFITFUEL, INC.
				
	50 West 23rd Street, 4th Floor	 		 		 	
	New York, NY 10010	 		 	By:	 	 /s/ Michael Gordon

				
	Attn: General Counsel	 		 	Title:	 	Treasurer
			
		 		 	LENDER:
			
	Address of Lender:	 		 	ROGERS COMMUNICATIONS INC.
				
	333 Bloor Street East, 10th Floor	 		 		 	
	Toronto, Ontario, M4W 1G9	 		 	By:	 	 /s/ Melinda Rogers

				
	Attn: General Counsel	 		 	Title:	 	SVP Strategy and Development
				
		 		 	By:	 	 /s/ Anthony Staffieri

				
		 		 	Title:	 	Executive VP and Chief Financial Officer








 EXHIBIT A 

Copyrights 
  

					
	 Description
	  	 Registration/

Application
 Number
	  	 Registration/

Application
 Date

	 None
	  		  	








 EXHIBIT B 

Patents 
  

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date
	 None
	  		  	








 EXHIBIT C 

Trademarks 
  

					
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date

	PROFITFUEL (U.S. – Class 35)	  	Registration #4012182	  	Registration Date: 8/16/11
			
	OUTRANK (U.S. – Class 35)	  	Registration #4012186	  	Registration Date: 8/16/11
			
	SMALL BUSINESSES. BIG RESULTS (U.S. – Class 35)	  	Registration #4012184	  	Registration Date: 8/16/11
			
	OUTSMART. OUTPERFORM. OUTRANK. (U.S. – Class 35)	  	Registration #4012187	  	Registration Date: 8/16/11
			
	OUTRANK (Canada)	  	Application No. 1556333	  	Application Date: 12/14/11; approved for publication 2/15/13; advertised on April 24, 2013 in the Trade-Marks Journal; Notice of Allowance issued August 9, 2013








 EXHIBIT D 

Mask Works 
  

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date
	 None
	  		  	








 EXECUTION VERSION 

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This Intellectual Property Security Agreement is entered into as of September 9, 2013, by and between ROGERS COMMUNICATIONS, INC.
(“Lender”) and LIGHTHOUSE PRACTICE MANAGEMENT GROUP, INC. (“Grantor”). 
 RECITALS 

A. Lender has agreed to make certain advances of money and to extend certain financial accommodation to Grantor, Yodle, Inc. and Profitfuel
Inc. (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Lender and Yodle, Inc. dated as of September 9, 2013 (as amended, modified or supplemented from time to time, the
“Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement). Lender is willing to make the Loans to Grantor, Yodle, Inc., and Profitfuel, Inc., but only upon the condition, among others, that Grantor and
Yodle, Inc. shall grant to Lender a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the obligations of Grantor and Yodle, Inc. under the Loan Agreement. 

B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Lender a security interest in all of Grantor’s right, title and
interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral. 
 NOW, THEREFORE, for good and valuable
consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its and Yodle, Inc.’s obligations under the Loan Agreement, Grantor hereby
represents, warrants, covenants and agrees as follows: 
 AGREEMENT 

To secure its and Yodle, Inc.’s obligations under the Loan Agreement, Grantor grants and pledges to Lender a security interest in all of
Grantor’s right, title and interest in, to and under its intellectual property (all of which shall collectively be called the “Intellectual Property Collateral”), including, without limitation, the following: 

1. Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached
hereto (collectively, the “Copyrights”); 
 2. Any and all trade secrets, and any and all intellectual property rights in computer
software (other than open source, publicly available or over the counter software) and computer software products now or hereafter existing, created, acquired or held; 

3. Any and all design rights that are owned by Grantor now or hereafter existing, created, acquired or held; 







 4. All patents, patent applications and like protections including, without limitation,
improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the
“Patents”); 
 5. Any trademark and servicemark rights, whether registered or not, applications to register and registrations of
the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the
“Trademarks”); 
 6. All mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter
acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”); 

7. Any and all claims for damages by way of past, present and future infringements 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; 

8. All licenses or other rights to use entered into by Grantor as licensor any of the Copyrights, Patents, Trademarks, or Mask Works and all
license fees and royalties arising from such use to the extent permitted by such license or rights; 
 9. All amendments, extensions,
renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and 
 10. 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. 
 This
security interest is granted in conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender with respect to the security interest granted hereby are in addition to those set forth in the Loan
Agreement and the other Loan Documents, and those which are now or hereafter available to Lender as a matter of law or equity. Each right, power and remedy of Lender provided for herein or in the Loan Agreement or any of the Loan Documents, or now
or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Lender of any one or more of the rights, powers or remedies provided for in
this Intellectual Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Lender, of any or
all other rights, powers or remedies. 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be
duly executed by its officers thereunto duly authorized as of the first date written above. 
  

							
		 		 	GRANTOR:
			
	Address of Grantor:	 		 	LIGHTHOUSE PRACTICE MANAGEMENT GROUP, INC.
				
	4955 Alton Tucker Blvd., Suites 300	 		 	By:	 	 /s/ Michael Gordon

	Sugar Hill, GA 30518	 		 	Title:	 	Treasurer
				
	Attn: Legal Department	 		 		 	
			
		 		 	LENDER:
			
	 Address of Lender:
 333 Bloor Street East, 10th Floor
	 		 	 ROGERS COMMUNICATIONS INC.
  

	Toronto, Ontario M4W@ 1G9	 		 	By:	 	 /s/ Melinda Rogers

				
	Attn: General Counsel	 		 	Title:	 	SVP Strategy and Development, SRI
				
		 		 	By:	 	 /s/ Anthony Staffieri

				
		 		 	Title:	 	Executive VP and Chief Financial Officer








 EXHIBIT A 

Copyrights 
  

					
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date

	 None
	  		  	








 EXHIBIT B 

Patents 
  

					
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date

	 None
	  		  	








 EXHIBIT C 

Trademarks 
  

					
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date

	Lighthouse (U.S. – Class 35)	  	Registration #3974579	  	Registration Date: 6/7/11
			
	PLZ (U.S. – Classes 38 and 42)	  	Registration #3712586	  	Registration Date: 11/17/09








 EXHIBIT D 

Mask Works 
  

					
	 Description
	  	 Registration/

Application

Number
	  	 Registration/

Application

Date

	 None