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Exhibit 4.11  


 
 

LOCAL MATTERS, INC.
  
  REGISTRATION RIGHTS AGREEMENT    
    



        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. 


RECITALS


        WHEREAS, the Shareholders may receive shares of the Company's Common Stock or Series 3 Preferred Stock (the
"Series 3 Stock") as consideration for the shares of capital stock of the Target Companies pursuant to Purchase Agreement; 



        WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement; and 


        WHEREAS, as partial inducement to the Shareholders to transfer the Target Shares to the Company, the parties desire to enter into this
Agreement in order to grant registration rights to the Shareholders as set forth below. 


        NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 


SECTION 1.  GENERAL.  


         1.1   Definitions.    As used in this Agreement the following terms shall have the following respective
meanings:



        (a)   "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


         (b)   "Form S-3" means such form under the Securities Act as in effect on the date
hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC. 


        (c)   "Holder" means any person owning of record Registrable Securities that have not been
sold to the
public or any assignee of record of such Registrable Securities in accordance with Section 2.6 hereof. 


         (d)   "Initial Offering" means the Company's first firm commitment underwritten public
offering of its
Common Stock registered under the Securities Act. 


        (e)   "Register," "registered," and
"registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or document. 


         (f)    "Registrable Securities" means (a) Common Stock of the Company issuable
or issued upon
conversion of the Notes or payment of the Contingent Consideration, (b) Common Stock of the Company issuable or issued upon conversion of shares of Series 3 Stock issued or issuable upon
conversion of the Notes or payment of the Contingent Consideration, and (c) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable
Securities shall not include any securities (i) sold by a person to the public either 








 




pursuant
to a registration statement or Rule 144, (ii) sold in a private transaction in which the transferor's rights under Section 2 of this Agreement are not assigned or
(iii) held by a Holder (together with its affiliates) if the Company has completed its Initial Offering and all Registrable Securities held by such Holder (together with the Registrable
Securities held by such Holder's affiliates with which its sales of Registrable Securities would be required to be aggregated under Rule 144) may be sold pursuant to Rule 144 during any
ninety (90) day period. 



        (g)   "SEC" or "Commission" means
the Securities and
Exchange Commission. 


         (h)   "Securities Act" shall mean the Securities Act of 1933, as amended. 




SECTION 2.  REGISTRATION; RESTRICTIONS ON TRANSFER.  


        2.1   Restrictions on Transfer.  



         (a)   Each Shareholder agrees not to make any disposition of all or any portion of Registrable Securities unless and until:



         (i)    there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition
is made in
accordance with such registration statement; or 


        (ii)   (A) the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company
of
the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the
Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the
Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the
Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following
such transfer. 




         (b)   Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Holder that is an
individual
transferring to the Holder's family member or trust for the benefit of an individual Holder; provided that in each case the transferee will agree in
writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder. 



        (c)   Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar
to the
following (in addition to any legend required under applicable state securities laws): 



THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED. 


THE
SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE
STOCKHOLDER AND THE 




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COMPANY.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 




        (d)   The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Company has
completed its
Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed
to be disposed of may lawfully be so disposed of without registration, qualification and legend, provided that the second legend listed above shall be
removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. 



        (e)   Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to
such securities shall be removed upon receipt by the Company of either (i) an order of the appropriate blue sky authority authorizing such removal or (ii) an opinion of counsel (which
counsel may be counsel to the Company) reasonably acceptable to the Company to the effect such legend and stop-transfer instructions may be removed in accordance with applicable law. 




         2.2   Form S-3 Registration.    In case the Company shall receive from any Holder or Holders of Registrable Securities
a
written request or requests (the "Request Notice") that the Company effect a registration on Form S-3 with respect to all or a part
of the Registrable Securities owned by such Holder or Holders, the Company will:



         (a)   no later than five (5) days following the date of the Request Notice, give written notice of the proposed registration, and any
related
qualification or compliance, to all other Holders of Registrable Securities; and 


         (b)   no later than thirty (30) days following the date of the Request Notice, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in the
Request Notice, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen
(15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2.2:



         (i)    if Form S-3 is not available for such offering by the Holders; or 



        (ii)   if the Company has previously effected three (3) such registrations; or 


         (iii) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at
such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after
receipt of the request of the Holder or Holders under this Section 2.4; provided that such right to delay a request shall be exercised by the
Company not more than once in any twelve (12) month period; or 


         (iv)  in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of
process in effecting such registration, qualification or compliance. 




         (c)   Subject to the foregoing, the Company shall file as provided in this Agreement a Form S-3 registration statement covering the
Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. All 



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registration
expenses incurred in connection with registrations requested pursuant to this Section 2.2 shall be paid by the Company excluding brokerage fees and commissions, if any. 




         2.3   Obligations of the Company.    Whenever required to effect the registration pursuant to Section 2.2 above, the
Company shall, as
expeditiously as reasonably possible:



         (a)   prepare and file with the SEC no later than thirty (30) days following the date of the Request Notice a registration statement with
respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration statement effective for up to sixty (60) days or, if earlier, until the Holder or Holders have completed the distribution related
thereto; provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed thirty (30) days
thereafter (the "Suspension Period"), the Company may delay the filing or effectiveness of any registration statement or suspend the use or
effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension
Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus
included in the registration statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a
registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period.
The Company may extend the Suspension Period for an additional consecutive thirty (30) days with the consent of the holders of a majority of the Registrable Securities registered under the
applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall
(i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or
suspension; and (ii) use their best efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holders' possession, of the prospectus
relating to such Registrable Securities current at the time of receipt of such notice. 



        (b)   Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with
such
registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period
set forth in subsection (a) above. 


         (c)   Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of
the
Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 


         (d)   Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue
Sky laws
of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. 



        (e)   In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary
form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 



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        (f)    Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto
is required to
be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company
will use its best efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. 




         2.4   Furnishing Information.    It shall be a condition precedent to the obligations of the Company to take any action
pursuant to
Section 2.3 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of their Registrable Securities. 



        2.5   Indemnification.    In the event any Registrable Securities are included in a registration statement under Sections
2.3:



         (a)   To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers and directors
of each
Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such
registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission
or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection
with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 2.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably withheld or delayed, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such
registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder. 


         (b)   To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to
which such
registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the
meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who
controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such 



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director,
officer, controlling person, underwriter of the Company or other such Holder or partner, director, officer or controlling person of such other Holder may become subject under the Securities
Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following
statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary
prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act (collectively, a "Holder
Violation"), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such
Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling person, underwriter of the Company or other Holder or partner, officer, director or controlling person of such other
Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation;  provided, however, that the
indemnity agreement contained in this Section 2.5(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; provided
further, that in no event shall any indemnity under this Section 2.5 exceed the net proceeds from the offering received by such Holder. 



        (c)   Promptly after receipt by an indemnified party under this Section 2.5 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.5, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party, if in the written opinion of legal counsel for such indemnified party representation
of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such
indemnifying party of any liability to the indemnified party under this Section 2.5 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.5. 


         (d)   If the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an
indemnified
party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by
applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to,
among other things, whether the untrue or 



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alleged
untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided that in no event shall any
contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder. 


         (e)   The obligations of the Company and Holders under this Section 2.5 shall survive completion of any offering of Registrable Securities
in a
registration statement and, with respect to liability arising from an offering to which this Section 2.5 would apply that is covered by a registration filed before termination of this
Agreement, such termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim
or litigation. 




         2.6   Assignment of Registration Rights.    The rights to cause the Company to register Registrable Securities pursuant to
this
Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent,
general partner, limited partner, retired partner, member or retired member, of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder's family member or
trust for the benefit of or a corporation, partnership, limited partnership, limited liability company or other entity controlled by an individual Holder, or (c) acquires at least 30,000 shares
of Registrable Securities (as adjusted for stock splits and combinations); provided, however, (i) the transferor shall, within ten
(10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are
being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement. 


         2.7   "Market Stand-Off" Agreement.    Each Holder hereby agrees that such
Holder
shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock of
the Company held by such Holder (other than those included in the registration) for a period of time specified by the managing underwriter(s) (not to exceed 180 days) following the effective
date of the registration statement of the Company under the Securities Act filed in connection with the Initial Offering. Each Holder agrees to execute and deliver such other agreements as may be
reasonably requested by the Company or the managing underwriter(s) that are consistent with the Holder's obligations under this Section 2.7 or that are necessary to give further effect thereto.
The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said period. Each
Holder agrees that any transferee of any shares of Registrable Securities shall be bound by this Section 2.7. The underwriters of the Company's stock are intended third party beneficiaries of
this Section 2.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 


SECTION 3. MISCELLANEOUS.  


         3.1   Governing Law.    This Agreement shall be governed by and construed under the laws of the State of Colorado in all
respects as such
laws are applied to agreements among Colorado residents entered into and to be performed entirely within Colorado, without reference to conflicts of laws or principles thereof. The parties agree that
any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party
agrees to and does hereby submit to the jurisdiction and venue or, any state or federal court located in the County of Denver, Colorado. Each of the parties irrevocably waives the right to trial by
jury. 


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        3.2   Successors and Assigns.    Except as otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be
binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a
Holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the
transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the
absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price. 


         3.3   Entire Agreement.    This Agreement and Schedule hereto, the Purchase Agreement and the other documents delivered
pursuant thereto
constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or
written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or
written representations, warranties, covenants or agreements outside of this Agreement. 



        3.4   Severability.    In the event one or more of the provisions of this Agreement should, for any reason, be held to be
invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. 


         3.5   Amendment and Waiver.  



         (a)   Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the rights of
the
Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of a majority of the then-outstanding Registrable Securities; provided, however,
that any such amendment that uniquely and adversely affects any Holder or Holders shall require thewritten consent of such Holder or Holders. 


         (b)   For the purposes of determining the identity of the Holders entitled to exercise any rights hereunder, the Company shall be entitled to
rely
solely on the list of record holders of its stock as maintained by or on behalf of the Company. 




        3.6   Delays or Omissions.    It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any
party, upon any
breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or
character on any party's part of any breach, default or noncompliance under the Agreement or any waiver on such party's part of any provisions or conditions of this Agreement must be in writing and
shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not
alternative. 


         3.7   Notices.    All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:
(a) upon
personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business
day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on the
signature pages hereof or the Schedule of Shareholders annexed hereto or at such other address or electronic mail address as such party may designate by ten (10) days advance written notice to
the other parties hereto. 


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         3.8   Attorneys' Fees.    In the event that any suit or action is instituted under or in relation to this Agreement,
including without
limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of
such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation,
all fees, costs and expenses of appeals. 


         3.9   Titles and Subtitles.    The titles of the sections and subsections of this Agreement are for convenience of
reference only and are not
to be considered in construing this Agreement. 


        3.10 Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of
which
together shall constitute one instrument. 


         3.11 Termination.    This Agreement shall terminate and be of no further force or effect upon the date three (3) years following
the
Closing of the Initial Offering. 


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        IN WITNESS WHEREOF, the parties hereto have executed this REGISTRATION RIGHTS AGREEMENT as
of the date set forth in the first paragraph hereof. 



	 	 	COMPANY:
	

 	
 	
LOCAL MATTERS, INC.
	

 	
 	

By:	
 	

/s/  PERRY EVANS      

	 	 	 	 	Name:	Perry Evans
	 	 	 	 	Title:	President and Chief Executive Officer
	 	 	 	 	Address:	1221 Auraria Parkway

Denver, CO 80204
	

 	
 	
SHAREHOLDERS:
	

 	
 	

/s/  TYLER HOUSTON      
 Tyler Houston
	

 	
 	

/s/  SHANE BRINKERHOFF      
 Shane Brinkerhoff
	

 	
 	

/s/  DUSTIN MOORE      
 Dustin Moore
	

 	
 	

/s/  AARON BROMAGEM      
 Aaron Bromagem















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LOCAL MATTERS, INC. REGISTRATION RIGHTS AGREEMENT