Shares LOCAL MATTERS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2006 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
Cowen and Company, LLC CIBC World Markets Corp. JMP Securities LLC Needham & Company, Inc. As Representatives of the several Underwriters c/o Cowen and Company, LLC 1221 Avenue of the Americas New York, New York 10020
INDEMNITY AGREEMENTIndemnification Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT is made and entered into this day of , 2005 by and between LOCAL MATTERS, INC., a Delaware corporation (the "Corporation"), and ("Agent").
SECURITY AGREEMENTSecurity Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS SECURITY AGREEMENT dated as of October 14, 2005 ("Security Agreement"), is made by and among ONLINE WEB MARKETING, INC., a Utah corporation ("Grantor"), and the secured parties listed on the signature pages hereto (each, a "Secured Party" and, collectively, the "Secured Parties").
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
STOCK PURCHASE AGREEMENT by and among LOCAL MATTERS, INC., and KINGS ROAD INVESTMENTS LTD.Stock Purchase Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
STOCK PURCHASE AGREEMENT, dated as of November 14, 2005, by and among Local Matters, Inc., a Delaware corporation (the "Company"), and Kings Road Investments Ltd.(the "Purchaser").
Employment AgreementEmployment Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
This Employment Agreement (the "Agreement") is made as of this 25th day of May 2006, by and between Local Matters, Inc., (the "Company"), and Susan Dalton ("Employee") (collectively, the "Parties").
INTERNET SERVICES AGREEMENTInternet Services Agreement • June 23rd, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • California
This Internet Services Agreement (“Agreement”) is made this 18th day of June, 2003 by and between YP Web Partners, L.L.C., d/b/a YPSolutions, a Louisiana limited liability company with offices at 3445 North Causeway Boulevard, Suite 401, Metairie, LA 70002 (“YPS”), and R.H. Donnelley Publishing & Advertising, Inc., a Kansas corporation, with offices at 5454 West 110th Street, Overland Park, Kansas 66211 (“Publisher”). YPS and Publisher are sometimes referred to herein as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made as of this 6th day of May, 2008, by and between LOCAL MATTERS, INC. ("Employer"), and PERRY EVANS ("Executive").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of October 19, 2006 by and between LOCAL MATTERS, INC., a Delaware corporation (the "Company"), and SANDLER CAPITAL PARTNERS V, L.P., SANDLER CAPITAL PARTNERS V FTE, L.P., SANDLER CAPITAL V GERMANY, L.P., AND KINGS ROAD INVESTMENTS LTD. (collectively, "Purchasers").
SOFTWARE RESELLER AGREEMENTSoftware Reseller Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Massachusetts
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 20TH day of July, 2004 (the “Effective Date”) by and between Fast Search & Transfer International AS, a company organized and existing under the laws of the Kingdom of Norway and maintaining its principal place of business at Christian Frederiks plass 6 N-0154 Oslo, Norway (“FAST”), and Aptas, a company organized and existing under the laws of Delaware and maintaining its principal place of business at 1517 Blake Street, 2nd Floor, Denver, CO 80202 (“RESELLER”).
ContractServices Agreement • June 23rd, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Victoria
[***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
MERGERS & ACQUISITION AGREEMENTMergers & Acquisitions • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc.
You have agreed that, as of March 28, 2001, Spencer Trask Ventures, Inc. ("Spencer Trask") has been engaged to act as a finder or financial consultant for you in various transactions in which Information Services Extended ("ISx" or the "Company") may be involved, which transactions may include the following: a merger or purchase of some or all of the stock or assets of the Company; an investment in the securities of a loan to the Company; or a licensing agreement, joint venture, distribution agreement or product purchase arrangement (singularly and in combination, a "Transaction"). The Company hereby agrees to pay an initial fee to Spencer Trask of $150,000 for its initial and on-going consulting service and to reimburse Spencer Trask for all expenses it incurs on behalf of the Company, said fee and expenses to be accrued and paid upon closing of a Transaction. Further, the Company hereby agrees that in the event it designates Spencer Trask to engage directly with another entity or par
Customer Agreement AGT Limited—IBM Canada Ltd. We are pleased to offer you this IBM Customer Agreement to cover the Products and Services we may provide to you. This Agreement contains the following sections: General Terms and Glossary (Form No....Customer Agreement • June 23rd, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc.
As we provide Products and Services to you over time, Transaction Documents will be added to this Agreement. Together, these documents make up the entire Agreement between us and replace any prior communications.
OFFICE BUILDING LEASE AGREEMENT 3445 NORTH CAUSEWAY BOULEVARD OFFICE BUILDING LANDLORD: 3445 North Causeway Limited Liability Company TENANT: YP WEB PARTNERS, LLC DATED: May 21, 2004Office Building Lease Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc.
This Office Building Lease Agreement (the “Lease”) is entered into as of the 21st day of May 2004, by and between 3445 North Causeway Limited Liability Company (“Landlord”), and YP Web Partners, LLC.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 15th day of March 2006, by and between LOCAL MATTERS, INC., (the “Company”), and Jeanette McClennan (“Employee”) (collectively, the “Parties”).
March 12, 2006 o 1221 auraria parkwayInternational Assignment Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc.
This letter agreement (the “Agreement”) confirms the terms and conditions of your international assignment from your current employment with Information Services Extended, UK Ltd., to a position working in the United States at its U.S. corporate parent, Local Matters, Inc. (the “Company”). Except as expressly provided herein, this Agreement supplements but does not replace the terms of that certain UK Employment Agreement between you and Information Services Extended, UK Ltd. (“ISX Ltd.”), dated 19 April, 2001 and attached hereto as Exhibit A (“UK Employment Agreement”).
SECURITY AGREEMENTSecurity Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS SECURITY AGREEMENT dated as of April 14, 2005 ("Security Agreement"), is made by APTAS, INC., a Delaware corporation ("Grantor"), in favor of YP WEB PARTNERS, LLC, a Louisiana limited liability company ("Secured Party").
SECURITY AGREEMENTSecurity Agreement • June 23rd, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS SECURITY AGREEMENT dated as of September 25, 2007 ("Security Agreement"), is made by LOCAL MATTERS, INC., a Delaware corporation formerly known as Aptas, Inc. ("Grantor"), in favor of YP WEB PARTNERS, LLC, a Louisiana limited liability company ("Secured Party").
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
This Employment Agreement (this "Agreement"), is made as of this 12th day of June, 2006, by and between Local Matters, Inc. ("Employer"), and Michael D. Dingman, Jr. ("Executive").
ANNEX A FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Delaware
SECURITY AGREEMENTSecurity Agreement • June 23rd, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS SECURITY AGREEMENT dated as of September 25, 2007 ("Security Agreement"), is made by and among LOCAL MATTERS MEDIA DIVISION, INC., a Nevada corporation previously known as MyAreaGuide.com, Inc. ("Grantor"), and the secured parties listed on the signature pages hereto (each, a "Secured Party" and, collectively, the "Secured Parties").
CONFIRMATION AND RELEASE AGREEMENTConfirmation and Release Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
This Confirmation and Release Agreement (the "Agreement"), by and between Spencer Trask Ventures, Inc., a Delaware corporation ("Spencer Trask") and Local Matters, Inc., a Delaware corporation ("LMI"), is executed to be effective this 14th day of October, 2005.
VOTING PROXY AGREEMENTVoting Proxy Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
This Voting Proxy Agreement (this "Agreement") is made and entered into as of December 30, 2005 by and among Spencer Trask Ventures, Inc. ("Spencer Trask Ventures"), Spencer Trask Software, LLC ("Spencer Trask Software"), Spencer Trask Investment Partners, LLC ("STIP"), Spencer Trask Intellectual Capital Company LLC ("STICC"), and Spencer Trask Media and Communications Group LLC ("STMCG"), Yelo Partners I, LLC and Yelo Partners II, LLC (collectively, "Yelo" and together with Spencer Trask Ventures, Spencer Trask Software, STIP, STICC and STMCG, the "ST Entities"), and Local Matters, Inc. (the "Company"). Capitalized terms used but not defined herein have the definitions ascribed to such terms in the IRA (as defined below).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of October 14, 2005 by and among LOCAL MATTERS, INC., a Delaware corporation (the "Company"), the holders of the Company's Series 1 Preferred Stock, par value $0.001 per share (the "Series 1 Preferred Holders"), the holders of the Company's Series 2 Preferred Stock, par value $0.001 per share (the "Series 2 Preferred Holders"), Spencer Trask Ventures, Inc. (the "Placement Agent"), Sandler Capital Partners V, L.P., Sandler Capital Partners V FTE, L.P., and Sandler Capital Partners V Germany, L.P. (collectively, "Sandler" or the "Series 3 Preferred Holders"). The Series 1 Preferred Holders, the Series 2 Preferred Holders, the Series 3 Preferred Holders and the Placement Agent are sometimes referred to in this Agreement collectively as the "Shareholders."
PLEDGE AGREEMENTPledge Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS PLEDGE AGREEMENT, dated as of October 14, 2005 (together with all amendments, if any, from time to time hereto, this "Agreement") is among LOCAL MATTERS, INC., a Delaware corporation ("Pledgor") and the parties listed on the signature pages hereto (each, a "Pledgee" and, collectively, the "Pledgees").
LOCAL MATTERS, INC. FIRST AMENDMENT TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc.
This First Amendment to the Third Amended and Restated Investor Rights Agreement (the "Amendment") is entered into as of November 23, 2005, by and among (i) Local Matters, Inc., a Delaware corporation (f/k/a Aptas, Inc.) (the "Company"), (ii) the persons and entities who are parties to the Current Agreement (as defined below) that have executed this agreement below (the "Existing Investors"), and (iii) the entity listed on Exhibit A hereto (the "New Investor").
QuickLinks -- Click here to rapidly navigate through this documentStock Purchase Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc.
As you know, Spencer Trask Intellectual Capital Company, a Delaware limited liability company ("STIC"), and International Business Machines Incorporated, a New York corporation ("IBM"), who, together own all the issued and outstanding shares of Information Services Extended, Inc., a Delaware corporation (the "Company"), plan to sell their outstanding shares of capital stock in the Company (the "Acquisition") to Aptas, Inc., a Delaware corporation (or any successor thereto or holding company or other entity owning such company or successor thereto) ("Aptas"), pursuant to the terms of a Stock Purchase Agreement, by and among Aptas, STIC and IBM (the "Purchase Agreement").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
ASSET PURCHASE AGREEMENT among: YP WEB PARTNERS, LLC, a Louisiana limited liability company; YPSOLUTIONS.COM, INC., a Nevada corporation; THE HAMMACK- JONES GROUP, LLC, a Louisiana limited liability company; and APTAS, INC., a Delaware corporationAsset Purchase Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS ASSET PURCHASE AGREEMENT is entered into as of March 31, 2005, by and among: YP WEB PARTNERS, LLC, a Louisiana limited liability company (the "Seller"); YPSOLUTIONS.COM, Inc., a Nevada corporation, and THE HAMMACK-JONES GROUP, LLC, a Louisiana limited liability company (collectively, the "Members"); and APTAS, INC., a Delaware corporation (the "Purchaser"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITY AGREEMENTSecurity Agreement • June 23rd, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
THIS SECURITY AGREEMENT dated as of October 19, 2006 ("Security Agreement"), is made by and among LOCAL MATTERS, INC., a Delaware corporation, LOCAL MATTERS MEDIA DIVISION, INC., a Nevada corporation, LOCAL MATTERS MEDIA DIVISION, INC., a Utah corporation, and LOCAL MATTERS VOICE AND WIRELESS DIVISION, INC., a Delaware corporation (each, a "Grantor" and, collectively, the "Grantors"), the secured parties listed on the signature pages hereto (each, a "Secured Party" and, collectively, the "Secured Parties"), and SANDLER CAPITAL MANAGEMENT, a New York general partnership, in its capacity as Collateral Agent (as defined below) on behalf of the Secured Parties.
MASTER PROFESSIONAL SERVICES AGREEMENTMaster Professional Services Agreement • June 23rd, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc.
Concurrently with this Master Professional Services Agreement, the parties agreed to the General Terms executed by the parties hereto that are incorporated into their agreements, from time to time, including this Master Professional Services Agreement (the General Terms).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Delaware
THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") is made and entered into as of April 14, 2005, by and among: Aptas, Inc., a Delaware corporation ("Purchaser"); and the following parties (collectively, the "Shareholders" and, individually, a "Shareholder"): SPENCER TRASK INTELLECTUAL CAPITAL COMPANY LLC, a Delaware limited liability company ("STIC"), and INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("IBM"); and Kevin Kimberlin, acting as the Shareholder's Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A.
LOCAL MATTERS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of the 14th day of October, 2005, by and among LOCAL MATTERS, INC., a Delaware corporation (the "Company") and the SHAREHOLDERS LISTED ON EXHIBIT A hereto, referred to hereinafter as the "Shareholders" and each individually as a "Shareholder." Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in that certain Stock Purchase Agreement, dated October 14, 2005 (the "Stock Purchase Agreement"), among the Company and the Shareholders.
DATED April 19, 2001Employment Contract • March 24th, 2008 • Local Matters Inc. • Services-computer programming, data processing, etc. • England
RESCISSION AGREEMENTRescission Agreement • March 22nd, 2006 • Local Matters Inc. • Delaware
THIS RESCISSION AGREEMENT ("Agreement") is made and entered into as of April 14, 2005, by and among: Aptas, Inc., a Delaware corporation ("Purchaser"); and the following parties (collectively, the "Shareholders" and, individually, a "Shareholder"): SPENCER TRASK INTELLECTUAL CAPITAL COMPANY LLC, a Delaware limited liability company("STIC"), and INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("IBM"). Certain capitalized terms used herein are defined in Exhibit A.
