AMENDMENT NO. 1 TO ADVERTISING DISTRIBUTION AGREEMENT

Exhibit 10.1

Execution Copy

AMENDMENT NO. 1 TO ADVERTISING DISTRIBUTION AGREEMENT

     This Amendment No. 1 (the “ Amendment ”) to that certain Advertising Distribution Agreement, dated April 1, 2010 (the “ Agreement ”), is effective as of September 30, 2010 (the “ Amendment Effective Date ”), and is entered into by and between SuperMedia LLC (“SuperMedia”), and Local.com Corporation (“Local”).

RECITALS

     WHEREAS, the parties entered into the Agreement to permit Local to distribute advertising on behalf of SuperMedia; and

     WHEREAS, the parties now, among other things, wish to extend the term of the Agreement, provide for the assignment of additional unique visitors to SuperMedia, to allow Local to distribute PFP ads to the Octane Network, and to acquire domains and create a custom domain distribution network;

     NOW, THEREFORE, the parties, in consideration of the terms and conditions herein, agree as follows:

TERMS AND CONDITIONS

1. AMENDMENTS .

(a) Defined Terms . All terms not defined in this Amendment are used as defined in the Agreement.

(b) Section 1 – Definitions . Section 1 of the Agreement is hereby amended to add a new subsection y to read as follows:

y. “Octane Network” means web sites that are owned and or managed, on behalf of domain owners, by Local on servers Local owns and operates.

(c) Section 2 – Termination of the Initial Agreement. Section 2 of the Agreement is hereby amended and restated to read as follows:

2. Termination of the Initial Agreement and Term . The Initial Agreement is hereby terminated. Unless sooner terminated in accordance with this Agreement, the initial term of this Agreement will commence on the Effective Date and continue until June 30, 2013 (the “ Initial Term ”). ***

(d) Section 3 – Distribution and Display of SuperMedia Ads. Section 3 of the Agreement is hereby amended to (i) amend and restate Subsection 3.b. and (ii) add a new Subsection 3.d.vi., both to read as follows:

3. Distribution and Display of SuperMedia Ads .

     b. Distribution and Display . Local shall place PFP Ads and Fixed Fee Ads within the Distribution Channels as follows:

          i. Local Featured Advertising Section – Local shall place SuperMedia Ads in the Local Featured Advertising Section as follows:

          ***

          ii. The Local.com Marketplace – Local may place SuperMedia Ads on the Local Marketplace Section of Local Websites as well as the Details Pages of Local Websites.

          ***

          v. Distribution Channels — The Local Featured Advertising Section, the Local Marketplace, the Local Syndication Network, the Local Third-Party Distribution Network, and the Octane Network shall be referred to collectively as the “Distribution Channels” and individually in generic terms as a “Distribution Channel.”

          ***

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(e) Section 4 – Compensation. Section 4.a.(i)(1) of the Agreement is hereby amended and restated to read as follows:

(1) PFP Ads

     (a) PFP Ads for Local Featured Advertising Section (excluding the Octane Network through March 31, 2011) – a revenue share based upon PFP Gross Revenue *** as follows:

PFP Gross Revenue Per Calendar Month

***

     (b) PFP Ads for the Octane Network ***

     c) SuperMedia will pay Local *** for installing the necessary tracking mechanisms no later than September 30, 2010 to allow SuperMedia to receive traffic credit for Local Syndication Network sites and Octane Network sites. Local will send an invoice within 30 days after the Amendment Effective Date. SuperMedia will pay within 30 days after receipt of invoice.

(f) Section 6 – Termination. Section 6 is hereby amended to (i) amend and restate subsection 6c and (ii) add a new subsection 6.d., both to read as follows:

c. Other . The non-offending party may terminate this Agreement upon thirty (30) days prior written notice upon the occurrence of any of the following conditions:

     (i) The other party assigns this Agreement or any of its rights hereunder, except as expressly authorized by the terms of this Agreement;

     (ii) The non-offending party becomes aware of the existence of any non-appealable, final order that finds the other party or any of its Affiliates have infringed upon the intellectual property rights of any third party necessary for the performance of this Agreement, and the other party or such Affiliates thereafter fail to immediately cease and desist from any further use of the infringing mark or material; provided, however, that the non-offending party’s failure to terminate this Agreement in such event will not have any affect whatsoever on the other party’s indemnity obligations hereunder.

     (iii) The other party or any of its Affiliates engage in any unlawful business practice related to the performance of the its obligations under this Agreement;

     (iv) A receiver or similar party is appointed for the other party or its property, or if the other party becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, or makes an assignment for the benefit of creditors; or

     (v) The other party files a voluntary petition for relief under any applicable bankruptcy laws or insolvency laws, or is otherwise adjudged insolvent or bankrupt under any such laws applicable in the United States of America or any of its states.

***

(g) Section 13 – Acquisition of Domains and Creation of a Custom Domain Distribution Network for SuperMedia. A new Section 13 is added to the Agreement to read as follows:

13. Acquisition of Domains and Creation of a Custom Domain Distribution Network for SuperMedia . Local will provide domains and create a custom domain distribution network pursuant to an agreement to be entered into between the parties and executed contemporaneously with this Amendment No. 1 in a form substantially as set forth in Exhibit G (the “Domain Agreement”).

        IN WITNESS WHEREOF , SuperMedia and Local have entered into this Amendment as of this date.

Exhibit F

***

Exhibit G
Domain Agreement

Domain Purchase and Development Agreement

This Domain Purchase and Development Agreement (this “Agreement”) is entered into this 30th day of September 2010 (the “Effective Date”) by and between Local.com Corporation, a Delaware corporation located at 7555 Irvine Center Drive, Irvine, CA 92618 (“Local.com”), and SuperMedia, LLC, a Delaware limited liability company located at 2200 West Airfield Drive, DFW Airport, Texas 75261 (“SuperMedia”). SuperMedia and Local.com shall collectively be referred to as the “Parties” and each a “Party.”

Recitals

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth below, the parties do hereby agree as follows:

Agreement

1. Domain Sale and Purchase.

1.1 Assets to be Acquired, Transfer of Assets . Local.com shall, on the Effective Date, sell, convey and assign to SuperMedia, free and clear of all claims, liens and interests of any kind, all of Local.com’s right, title and interest in and to the domain names set forth on Exhibit A (the “Domains”) and the Websites, as defined in Section 1.2 below. Local.com shall transfer the Domains to SuperMedia’s *** account as soon as possible after the Effective Date, (“Transfer Date”). Local.com shall cooperate fully with SuperMedia to make the proper arrangements with ***, the entity with which the Domains are registered, (the “Registrar”) to effectuate the foregoing transfer, including but not limited to the completion, signature and notarization of all documents (including electronic) that are required by the Registrar to effectuate such transfer. If there is a failure by Local.com to cooperate fully to effectuate the transfer, SuperMedia is authorized as Local.com‘s agent and attorney-in-fact to complete the transfer and assignment on Local.com‘s behalf and to make the necessary arrangements under the irrevocable authorization attached hereto, duly executed by Local.com’s authorized signatories with such signatures notarized.

1.2 Domain and Website Characteristics . The Domains match the geographic and categories (and associated keywords) identified by SuperMedia, as more completely set forth on Exhibit B attached hereto. At least *** of the Domains consist of a geographic modifier plus no more than *** additional words. Each of the Domains will have an SEO optimized website developed for it delivered on the Effective Date (the “Websites). *** The privacy policy and terms of use may be subsequently updated from time to time on two (2) business days prior notice, provided the Platform supports the functionality required by an subsequent update. If the Platform does not support the functionality required by a subsequent update, Local.com will work in good faith to create such functionality as is required by law. ***

1.3 Liabilities . SuperMedia shall, on the Transfer Date, assume all liabilities and obligations arising out of the ownership, use and operation of the Domains and Websites after the Transfer Date, including without limitation any subsequent registration charges. Local.com shall retain and shall be responsible for paying, performing and discharging when due, and SuperMedia shall not assume or have any responsibility for any liabilities associated with the Domains or Websites prior to the Transfer Date. Notwithstanding the foregoing, Local.com shall be responsible and liable for any and all liabilities or damages due to infringement of intellectual property rights of third parties existing on or prior to the Effective Date by the Domains, unless caused by the actions of SuperMedia.

2. Ongoing Services

2.1 Launch Date . As soon as possible after the Effective Date, but no later than ***, Local.com will *** transfer the Domains to SuperMedia as provided in subsection1.1, create the Articles (as hereinafter defined) and launch the Websites (the “Launch Date”).

2.2 Hosting . Beginning on the Effective Date, Local.com shall provide hosting services for each of the Domains using the Octane360 Platform (the “Platform”). The hosting will be provided consistent with industry standards.

2.3 Content Development . Local.com shall develop *** articles for each Website (a total of *** articles, *** (collectively, the “Articles”). The Articles will be developed prior to the Launch Date. The