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Exhibit 10.19  


 
 

VOTING PROXY AGREEMENT    
    


        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). 


RECITALS  


        A.    The
ST Entities and the Company are parties to that certain Third Amended and Restated Investor Rights Agreement, dated October 14, 2005, by and among the Company
and the Shareholders (the "IRA"). 


        B.    Section 3
of the IRA sets forth the obligations of the parties thereto to vote the Equity Securities held by such Shareholders (the "Voting
Provisions"). 


        C.    The
parties hereto wish to establish a voting proxy to enforce the Voting Provisions. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and as an inducement to LMI to rescind the Notice of Rescission
delivered to STICC on or about December 20, 2005, the parties hereto agree as follows: 


        1.     Each
of the ST Entities hereby grants to the Company an irrevocable proxy to vote any and all shares of the Company owned by such ST Entity (beneficially or of record),
and to take such other actions to the extent necessary to carry out the intent of the Voting Provisions, in the event of any breach by any ST Entity of its obligations pursuant to the Voting
Provisions. The foregoing grant of a proxy shall be coupled with an interest in such shares and shall be irrevocable. 



        2.     Notwithstanding
Section 1 above, each ST Entity may vote such Equity Securities at all times unless and until there is (a) a breach of the Voting
Provisions, or (b) a solicitation or other attempt on the part of any one or more ST Entity to terminate such IRA (or the Voting Provisions) without the written consent of the Company. 


        3.     The
voting proxy granted hereby shall terminate and be of no further force or effect upon the earliest of (a) the effective date of an IPO, (b) the
termination of the Voting Provisions in a manner not in breach of the IRA, or (c) with respect to any ST Entity, upon the written agreement of the Company and any such ST Entity. The voting
proxy granted hereby shall be binding on the successors and assigns of the ST Entities and shall inure to the benefit of the Company and its successors and assigns. The voting proxy granted hereby is
a prerequisite to the rescission of the Rescission Notice, and is given as a material inducement thereto. 


        4.     Any
notice given pursuant to this agreement shall be sent via first class U.S. mail return receipt requested or by reputable overnight courier, as follows: 



        (a)   if
to LMI: 




Local
Matters, Inc.

1221 Auraria Parkway

Denver, Colorado 80202

Telecopier: (303) 572-1123

Attention: Chief Executive Officer 













with
a copy to: 


Cooley
Godward LLP

380 Interlocken Crescent

Suite 900

Broomfield, Colorado 80021-8023

Telecopier: (720) 566-4099

Attention: Michael D. Stack, Esq. 





        (b)   if
to and ST Entity: 




Spencer
Trask

535 Madison Avenue

18th Floor

New York, New York 10022 






        5.     This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which collectively shall constitute one and the same
instrument representing this Agreement between the parties hereto and it shall not be necessary for the proof of this Agreement that any party produce or account for more than one such counterpart. 



        6.     This
Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by a
written instrument executed by each party hereto. No waiver of any nature, in any one or more instances, shall be deemed to be or construed as a further or continued waiver of any condition or any
breach of any other term, covenant, representation or warranty in this Agreement. 


        7.     If
any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the effective period of this Agreement,
such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of each illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable. 


        8.     This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective present, former, and future subsidiaries, partners, members,
affiliates, managers, officers, directors, employees, counsel, agents, contractors, successors, assigns, heirs, and legal or personal representatives. Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the transactions contemplated hereby shall be assignable by any party hereto without prior written consent by an authorized representative of
the other party. 


        9.     Section headings
contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. 



        10.   This
Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws
otherwise applicable to such determination. 


[Signature Page Follows]








        In Witness Whereof, the undersigned parties have executed this Agreement in one or more counterparts as of the day and year first above
written. 



	

 	
 	
Local Matters, Inc.
	
 	
 	

By:	
 	

/s/  PERRY EVANS      

	 	 	Printed Name: Perry Evans

Title: President and Chief Executive Officer
	

 	
 	
Spencer Trask Ventures, Inc.
	
 	
 	

By:	
 	

/s/  WILLIAM P. DIOGUARDI      

	 	 	Printed Name: William P. Dioguardi

Title: President
	

 	
 	
Spencer Trask Intellectual Capital Company LLC
	
 	
 	

By:	
 	

/s/  KEVIN KIMBERLIN      

	 	 	Printed Name: Kevin Kimberlin

Title: Non-member manager
	

 	
 	
Spencer Trask Software, LLC
	
 	
 	

By:	
 	

/s/  KEVIN KIMBERLIN      

	 	 	Printed Name: Kevin Kimberlin

Title: Non-member manager
	

 	
 	
Spencer Trask Investment Partners, LLC
	
 	
 	

By:	
 	

/s/  KEVIN KIMBERLIN      

	 	 	Printed Name: Kevin Kimberlin

Title: Non-member manager
	

 	
 	
Spencer Trask Media and Communications Group LLC
	
 	
 	

By:	
 	

/s/  KEVIN KIMBERLIN      

	 	 	Printed Name: Kevin Kimberlin

Title: Non-member manager
	 	 	 	 	 









	

 	
 	
Yelo Partners I, LLC
	
 	
 	

By:	
 	

/s/  WILLIAM P. DIOGUARDI      

	 	 	Printed Name: William P. Dioguardi

Title: Non-member manager
	

 	
 	
Yelo Partners II, LLC
	
 	
 	

By:	
 	

/s/  WILLIAM P. DIOGUARDI      

	 	 	Printed Name: William P. Dioguardi

Title:Non-member manager




[Signature Page to Voting Proxy Agreement]











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VOTING PROXY AGREEMENT