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Exhibit 4.2    
    


[FACE
OF CERTIFICATE] 


ZQ 


THIS
CERTIFICATE IS TRANSFERABLE

IN CANTON, MA, JERSEY CITY, NJ,

GOLDEN, CO AND TORONTO, ONTARIO 


[LOGO]

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



COMMON
STOCK 


SEE
REVERSE FOR CERTAIN DESIGNATIONS

AND A STATEMENT AS TO THE RIGHTS,

PREFERENCES, PRIVILEGES AND

RESTRICTIONS OF SHARES 



CUSIP
53957A 10 9

ISIN US53957A1097 


THIS
CERTIFIES THAT 


IS
THE OWNER OF 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF 


LOCAL
MATTERS, INC. 


transferable
on the books of the Corporation by said owner in person or by his duly authorized attorney upon the surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to the provisions of the Certificate of Incorporation and Bylaws of the Corporation, as amended, copies of which are on file at the office of
the Transfer Agent of the Corporation, and to which reference is hereby expressly made and to all of which the holder hereof by acceptance of this certificate hereby assents. This certificate is not
valid until countersigned by the Transfer Agent and registered by the Registrar. 


Witness
the facsimile of the Corporation's seal and the facsimile signatures of its duly authorized officers. 


Dated:



TREASURER
AND SECRETARY 


[SEAL]



PRESIDENT
AND CHIEF EXECUTIVE OFFICER 


COUNTERSIGNED
AND REGISTERED:

COMPUTERSHARE INVESTOR SERVICES, INC.

TORONTO, ONTARIO

CO-TRANSFER AGENT AND CO-REGISTRAR

BY:

AUTHORIZED SIGNATURE 


COUNTERSIGNED
AND REGISTERED:

COMPUTERSHARE TRUST COMPANY, N.A.

TRANSFER AGENT AND REGISTRAR

BY:

AUTHORIZED SIGNATURE 








[BACK
OF CERTIFICATE] 


TRANSFER
FEE $25.00

LOCAL MATTERS, INC. 


A
statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights, as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares
constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at the principal office of
the Corporation. 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 


TEN
COM—as tenants in common

TEN ENT—as tenants by the entireties

JT TEN—as joint tenants with right of

survivorship and not as tenants

in common 


UNIF
GIFT MIN ACT—......................... Custodian .........................

(Cust) (Minor)

under Uniform Gifts to Minors

Act ..............................................................

(State)

UNIF TRF MIN ACT—......................... Custodian (until age..........)

(Cust)

.....................................................................

(Minor)

under Uniform Transfers to Minors

Act ..............................................................

(State) 


Additional
abbreviations may also be used though not in the above list. 



FOR
VALUE RECEIVED,                                    hereby sell, assign
and transfer unto 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 


Shares



of
the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 


Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 



Dated 


NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 


Signature(s)
Guaranteed 


By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 











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Exhibit 4.2