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FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This First
Amendment to Loan and Security Agreement (the “
Amendment ”), is entered into as of
September 28, 2009, by and between Square 1 Bank (the “
Bank ”) and Local.com Corporation, and
Local.com PG Acquisition Corporation (collectively known as
“Borrower” ).
Borrower and
Bank are parties to that certain Loan and Security Agreement dated
as of June 26, 2009 (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:
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1)
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Bank and Borrower hereby agree that,
by executing this First Amendment to Loan and Security Agreement,
Co-Borrower Local.com PG Acquisition Corporation: (i) adopts,
accepts, enters into and ratifies in its entirety the Agreement and
all Loan Documents, and further agrees that such action shall be
treated as being effective and binding on Local.com PG Acquisition
Corporation as of the Closing Date; and (ii) waives any and
all defenses it may have arising from or connected in any way to
the failure of Local.com PG Acquisition Corporation to sign the
Agreement on the Closing Date.
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2)
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Bank hereby waives Borrower’s
compliance requirements with Section 6.6 of the Agreement (as
in effect prior to this Amendment) existing thereunder as of
July 31, 2009.
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3)
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Section 6.6 of the Agreement is
hereby amended and restated, as follows:
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