INDEMNITY AGREEMENTIndemnity Agreement • December 11th, 2007 • 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 • December 11th, 2007 • 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").
WARRANT TO PURCHASE PREFERRED STOCK of LOCAL MATTERS, INC.Local Matters Inc. • December 11th, 2007 • Services-computer programming, data processing, etc. • Delaware
This Warrant (the "Warrant") is issued to Dex Media, Inc. ("Holder") by Local Matters, Inc., a Delaware corporation (the "Company"), on September 8, 2005 (the "Warrant Issue Date") in accordance with the terms of that certain Letter of Intent, dated December 19, 2004, attached as Appendix 4 to the "Dex—Aptas Work Order Number Two to the Professional Services Agreement," entered into by and among the parties on or about December 20, 2004.
STOCK PURCHASE AGREEMENT by and among LOCAL MATTERS, INC., SANDLER CAPITAL PARTNERS V, L.P., SANDLER CAPITAL PARTNERS V FTE, L.P. and SANDLER CAPITAL PARTNERS V GERMANY, L.P.Stock Purchase Agreement • December 11th, 2007 • Local Matters Inc. • Services-computer programming, data processing, etc. • New York
STOCK PURCHASE AGREEMENT, dated as of October 14, 2005, by and among Local Matters, Inc., a Delaware corporation (the "Company"), and the parties listed on Exhibit A (the "Purchasers").
INTERNET SERVICES AGREEMENTInternet Services Agreement • December 11th, 2007 • 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 • December 11th, 2007 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made as of this 30th day of June, 2005, by and between LOCAL MATTERS, INC. ("Employer"), and PERRY EVANS ("Executive").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2007 • 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").
ISx MASTER LICENSE AND SUPPORT AGREEMENTIsx Master License and Support Agreement • December 11th, 2007 • Local Matters Inc. • Services-computer programming, data processing, etc.
By agreeing to the Oy International Business Machines Ab (“ISx Vendor) TFI1001022 dated 8.1.2002 and its supplement 001 dated 12.8.1004 IBM Order Agreement including Program Specifications TFI 1001022OEM and SP 4922 (“IBM CONTRACT”):, Oy Eniro DS Ab (“Licensee”) agrees to the terms of this ISx MASTER LICENSE AND SUPPORT AGREEMENT (the “Agreement”), granted by Information Services eXtended, Inc. (ISX), a Delaware Corporation (“ISx”) which is effective, as January 1, 2003 (the “Effective Date”). Licensee and ISx are collectively referred to as the “Parties.” By agreeing to the IBM Order Agreement including Program Specifications TFI1001022OEM and SP 4922, ISx Vendor and Licensee acknowledge and agree that ISx is a Party to this Agreement and is able to enforce, and receive the benefit of, all its rights hereunder as if it were a signatory to this Agreement.
SOFTWARE RESELLER AGREEMENTSoftware Reseller Agreement • December 11th, 2007 • 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 • December 11th, 2007 • 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.
Employment AgreementEmployment Agreement • December 11th, 2007 • 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").
DATED April 19, 2001Employment Contract • December 11th, 2007 • Local Matters Inc. • Services-computer programming, data processing, etc. • England
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 • December 11th, 2007 • 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.
Employment Agreement Dear Curtis:Assignment Agreement • December 11th, 2007 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
This letter of agreement ("Agreement") sets forth the substance of your employment with Local Matters, Inc.'s (the "Company") regarding your ("Employee") employment with the Company. This Agreement shall supersede and replace any similar agreements that presently exist or may have previously existed between the Parties, whether written or oral, regarding the terms of Employee's employment with the Company.
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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 parkwayLetter Agreement • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 AGREEMENTLocal Matters Inc. • December 11th, 2007 • Services-computer programming, data processing, etc. • Delaware
SECURITY AGREEMENTSecurity Agreement • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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).
LEASELease • December 11th, 2007 • Local Matters Inc. • Services-computer programming, data processing, etc. • Colorado
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 documentLocal Matters Inc. • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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 • December 11th, 2007 • 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.
