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Exhibit 4.10  


 
 

REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered
into as of September 8, 2005 by and between LOCAL MATTERS, INC., a Delaware corporation (the
"Company"), and DEX MEDIA, INC. ("Dex"). 


WITNESSETH:  


        WHEREAS, concurrent with the execution of this Agreement, Dex shall receive from the Company a warrant to purchase
239,554 shares of Series 1 Preferred Stock of the Company (the "Warrant"); and 


        WHEREAS, the Company and Dex wish to provide Dex with registration rights and other rights and obligations, as set forth more fully
herein. 



        NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the parties agree as follows: 


1.     GENERAL.  


        "Affiliate" shall mean, with respect to any Person, any Person that, directly or indirectly, controls or is
controlled by or is under common control with such Person. As used in this definition, "control" shall
mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership interests, by contract or
otherwise). 


        "Common Stock" shall mean the Common Stock, par value $0.001 per share, of the Company, as constituted as of the date of this Agreement. 


        "Equity Securities" shall mean shares of Common Stock, Series 1 Preferred Stock and Series 2 Preferred Stock and any other
securities of the Company issued in exchange for, upon conversion or in substitution of, or otherwise in respect of such shares. 


        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute and rules and regulations of the
SEC promulgated thereunder, all as the same shall be in effect at the time. 


        "Preferred Shares" shall collectively mean the Series 1 Preferred Stock and the Series 2 Preferred Stock. 


        "Public Sale" shall mean any sale of Equity Securities to the public pursuant to an offering registered under the Securities Act or
pursuant to the provisions of Rule 144 (or any similar rule or rules then in effect) under the Securities Act. 


        "SEC" shall mean the U.S. Securities and Exchange Commission. 


        "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute and rules and regulations of the SEC
promulgated thereunder, all as the same shall be in effect at the time. 


        "Series 1 Preferred Stock" shall mean the Company's Series 1 Preferred Stock, par value $0.001 per share. 



        "Transfer" shall mean any voluntary or involuntary, direct or indirect, sale, transfer, conveyance, assignment, gift, donation,
assignment, pledge, hypothecation, delivery or other disposition by a Shareholder of Equity Securities, but shall not include any redemption or repurchase of Equity Securities by the Company. 


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        "Transferred" shall mean any change in ownership by means of a Transfer. 


        "Transfer Notice" shall have the meaning set forth in Section 5(b) hereof. 


2.     REGISTRATION RIGHTS.  


        2.1    Definitions.    As used herein, the following terms shall have
the following respective meanings: 


        "Holder" or "Holders" shall mean Dex or qualifying transferees under Section 2.9
hereof who hold Registrable Securities. 


        "Register," "registered," and
"registration" each shall refer to a registration effected by preparing and filing a registration statement or statements or similar documents in
compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement or document by the SEC. 



        "Registrable Securities" means the shares of Common Stock issuable upon conversion of the shares of Series 1 Preferred Stock
issuable upon exercise of the Warrant and any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations or similar
events); provided, however, that shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities (i) upon their
sale pursuant to a registration statement or Rule 144 under the Securities Act, (ii) upon any sale in any manner to a person or entity which is not entitled to the rights under this
Agreement, or (iii) at such time, following an initial public offering of the Company's Common Stock, as such Registrable Securities become eligible for sale pursuant to Rule 144(k)
under the Securities Act or another similar exemption under the Securities Act. 


        "Requisite Period" shall mean, with respect to a firm commitment underwritten public offering, the period commencing on the effective date
of the registration statement and ending on the date each underwriter has completed the distribution of all securities purchased by it and, with respect to any other registration, the period
commencing on the effective date of the registration statement and ending on the earlier of (i) the date on which the sale of all Registrable Securities covered thereby is completed and
(ii) 180 days after such effective date. 


        2.2    Piggyback Registration.    If, at any time, the Company
proposes to register any of its securities under the Securities Act (other than in connection with an IPO or on Forms S-8, S-4 or comparable forms of registration statements),
the Company will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders of the Registrable Securities
of its intention to do so. If any Holder notifies the Company within twenty (20) days after receipt of any such notice of its desire to include any Registrable Securities in such proposed
registration statement, the Company shall afford such Holder of the Registrable Securities the opportunity to have any such Registrable Securities registered under such registration statement. 


        Notwithstanding
the provisions of this Section 2.2, (i) the Company shall have the right any time after it shall have given written notice pursuant to this
Section 2.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement,
or to withdraw the same after filing but prior to the effective date thereof and (ii) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable
opinion that the total amount or kind of securities held by the Holders and any other persons or entities entitled to be included in such public offering would adversely affect the success of such
public offering, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in
such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion 


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(which
may be none) of the Registrable Securities with respect to which such Holder has provided notice pursuant to this Section 2.2. Any reduction made pursuant to this Section 2.2
shall be of the same proportion of Registrable Securities proposed to be included in the registration as any reduction made pursuant to Section 2.2A of that certain Second Amended and Restated
Investor Rights Agreement, dated April 14, 2005, among the Company and the Shareholders named therein. In no event shall the Company be required pursuant to this Section 2.2 to reduce
the amount of securities to be registered by it. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this Section 2.2 without thereby incurring any
liability to the Holders. 


        2.3    S-3 Registration.    In the event that the Company
receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or
compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will: 



        (a)   give written notice of the proposed registration within ten (10) days of notice thereof, and any related
qualification or compliance, to all other Holders; 


        (b)   as soon as practicable, 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 such request, 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 2.3: (i) if the Company is not a registrant entitled to use
Form S-3 for such an offering by such Holders; (ii) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it
would be 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 120 days after receipt of the request of the Holder or Holders under this Section 2.3
(provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has
already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and 



        (c)   subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and
other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders. 




        2.4    "Market Stand-Off" Agreement.    



        (a)   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 (or other securities) of the Company held by such Holder (other than those
included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days
following the effective date of a registration statement of the Company filed under the Securities Act; provided that all officers and directors of the
Company and holders of at least one percent (1%) of the Company's voting securities enter into similar agreements. 



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	(b)
	Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing
underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the shares of such Common Stock (or other securities) until the end of such period. The underwriters of the Company's stock are intended third
party beneficiaries of this Section 2.4 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 




        2.5    Expenses of Registration.    All expenses incurred in
connection with any registration, qualification or compliance pursuant to Section 2, including without limitation, all registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and expenses of any special audits incidental to or required by such registration, shall be borne by the Company except as follows: 



        (a)   the Company shall not be required to pay fees or disbursements of legal counsel of the Holders other than one special
counsel to represent all Holders to be selected by a majority of the Holders participating in the registration as set forth in Section 2.6(h) hereof; and (b) the Company shall not be
required to pay any underwriter's fees, discounts or commissions relating to Registrable Securities. 




        All
expenses of any registered offering not otherwise borne by the Company shall be borne pro rata among the Holders participating in such
offering (and the Company, if it is selling securities in such offering) on the basis of the number of shares registered. 


        2.6    Registration Procedures.    If and whenever the Company is
required by the provisions hereof to use its best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: 



        (a)   prepare and file with the SEC a registration statement with respect to such securities and use its best efforts to cause
such registration statement to become effective not later than 120 days from the date of its filing and to remain effective for the Requisite Period; provided,
however, that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) 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 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 the Company may, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which
could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations,
discussions, or proposals directly relating thereto. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the Requisite
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 sixty (60) 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 use their best efforts to deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such
notice. 



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        (b)   prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the provisions of the Securities Act with respect to the disposition of
all Registrable Securities covered by such registration statement in accordance with the intended method of disposition set forth in such registration statement for such period; 


        (c)   furnish to each seller of Registrable Securities and to each underwriter such number of copies of the registration
statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended disposition of the Registrable
Securities covered by such registration statement; 


        (d)   use its best efforts (i) to register or qualify the Registrable Securities covered by such registration statement
under the securities or "blue sky" laws of such jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, as the managing underwriter, reasonably shall
request, (ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary to
maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to
enable the disposition of the Registrable Securities in such jurisdictions; provided that the Company shall not for any such purpose be required to
qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; 



        (e)   use its best efforts to list the Registrable Securities covered by such registration statement with any securities
exchange or automated quotation system on which the Common Stock of the Company is then listed or traded, or, if the Common Stock is not then listed on a national securities exchange, use its best
efforts to facilitate the reporting of the Common Stock on any securities exchange or automated quotation system; 


        (f)    immediately notify each seller of Registrable Securities and each underwriter under 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 of which the Company has knowledge as a result of which the prospectus
contained in such registration statement, as then in effect, includes any 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 light of the circumstances then existing and promptly amend or supplement such registration statement to correct any such untrue statement or omission; 


        (g)   notify each seller of Registrable Securities of the issuance by the SEC of any stop order suspending the effectiveness of
the registration statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain
the lifting thereof at the earliest possible time; 


        (h)   permit a single firm or counsel designated as selling stockholders' counsel by the Holders of a majority in interest of
the Registrable Securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing and the Company shall
not file any document in a form to which such counsel reasonably objects; 



        (i)    if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between 



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such
underwriter and companies of the Company's size and investment stature, including, without limitation, customary indemnification and contribution provisions; 



        (j)    if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts
to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed to the underwriters, stating
that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been
issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the Securities Act, (B) the registration statement, the related prospectus and each
amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements
or other financial or statistical information contained therein), and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a
letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof,
comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including
information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; 


        (k)   take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any
legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the registration statement and to enable such certificates to be in such
denominations and registered in such names as the Shareholders or any underwriters may reasonably request; and 



        (l)    take all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities
pursuant to the registration statement. 




        In
connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and the proposed
distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. 



        2.7    Indemnification.    



        (a)   The Company will indemnify each Holder of the Registrable Securities covered by a registration, each of its officers,
directors, members, managers and partners, and each person controlling such Holder, with respect to which such registration, qualification or compliance has been effected pursuant to Section 2,
and each underwriter, if any, and each person who controls any underwriter of the Registrable Securities held by or issuable to such Holder from and against all claims, losses, expenses, damages and
liabilities (or actions in respect thereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other
document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any 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 any violation by the Company of any rule or regulation promulgated under the
Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any 



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such
registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and
each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability
or action; provided, however, that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any
such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), and  provided, further, that the
Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out
of or is based upon the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Holder, any
such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus and the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such registration
statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the registration statement and the undersigned
indemnitees thereafter fail to deliver or cause to be delivered such registration statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the
person asserting such loss, claim, damage or liability (or actions in respect thereof) or expense after the Company has furnished the undersigned with the same. 


        (b)   Each Holder of Registrable Securities covered by a registration statement shall, severally and not jointly, indemnify the
Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company within the meaning of
the Securities Act, and each other such Holder, each of its officers, directors and partners and each person controlling such Holder, against all claims, losses, expenses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular
or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, partners, persons or underwriters for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling
any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed
by such Holder specifically for use therein; provided, however, the total amount for which any Holder shall be liable under this Section 2.6
shall not in any event exceed the aggregate proceeds received by such Holder from the sale of Registrable Securities held by such Holder in such registration. 


        (c)   Each party entitled to indemnification under this Section 2.6 (the "Indemnified
Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting
therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; and, provided,
further, that the failure of any Indemnified Party to give notice as provided herein, shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure
resulted in actual detriment to the Indemnifying Party. No 



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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. 




        2.8    Information by Holder.    The Holder or Holders of Registrable
Securities included in any registration shall promptly furnish to the Company such information regarding such Holder or Holders as the Company may request in writing and as shall be required in
connection with any registration, qualification or compliance referred to herein. 


        2.9    Rule 144 Reporting.    With a view to making available
to Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees at all times after
90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general public to: 



        (a)   Make and keep public information available, as those terms are understood and defined in SEC Rule 144; 


        (b)   Use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act; 


        (c)   So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the
Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the
most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as the Holder may reasonably request in complying with any rule or regulation of the
SEC allowing the Holder to sell any such securities without registration. 




        2.10    Assignment of Registration Rights.    The rights to have the
Company register Registrable Securities pursuant to this Agreement may be assigned by the Holders to transferees or assignees of such securities; provided
that the Company is, within a reasonable time after such transfer, furnished with 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 provided, further, that the transferee or assignee of such rights assumes in writing
the obligations of such Holder under this Agreement. Each of the terms "Shareholder(s)" and "Holder(s)"
as used in this Agreement shall include such permitted assigns. 


        2.11    Termination of Registration Rights.    The registration rights
contained in Sections 2.2 and 2.3 shall terminate at the earlier of (i) five years after the closing of an IPO or (ii) as to each Holder, at such time as such Holder is eligible to sell
all their Registrable Securities then held in any six-month period under SEC Rule 144. 


3.     RESTRICTIVE LEGEND REQUIREMENTS.  


        3.1   Each certificate representing any shares of Equity Securities shall, except as otherwise provided in this
Section 4 or in Section 5 hereof, bear, a legends substantially in the following form: 




THE
TRANSFER OR SALE OF THIS SECURITY IS SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT, DATED AS OF AUGUST 29, 2005, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. 




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THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE SOLD UNLESS IT HAS BEEN REGISTERED
UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 





A
certificate shall not bear the legend set forth in the second paragraph above (or any portion thereof) if, in the opinion of counsel reasonably satisfactory to the Company, the securities
represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws. 


4.     GENERAL RESTRICTIONS ON TRANSFER.  



        (a)   A Shareholder may Transfer Equity Securities only (i) in a Public Sale, and (ii) pursuant to a valid
exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) below. 


        (b)   Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a
"Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company
within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an
opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities
laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided,
however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g)
of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall
not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration)
under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company)
would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities
which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of
counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. 


        (c)   If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this
Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall
be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered
to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it. 




5.     MISCELLANEOUS.  




        (a)    Notices.    Any notice required or permitted by any provision of this Agreement shall
be given in writing, and shall be delivered either personally or by registered or certified mail, postage prepaid, addressed (i) in the case of the Company, to its principal office,
(ii) in the 




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case
of any Shareholder which or who is an original party to this Agreement, at the address of such Shareholder as set forth in the records of the Company or such other address for such Shareholder as
shall be designated in writing from time to time by such Shareholder; and (iii) in the case of any permitted transferee of a party to this Agreement or its transferee, to such transferee at its
address as designated in writing by such transferee to the Company from time to time. 


        (b)    Binding Effect.    This Agreement and each and every term, covenant and condition
thereof, including all restrictions herein contained upon the sale, transfer, assignment or other disposition or encumbrance of stock, shall be binding upon and inure to the benefit of the
transferees, legatees, donees, heirs, executors, administrators, personal representatives, successors and assigns of each of the parties. 



        (c)    Waivers; Amendments.    This Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Holders of a majority of the
Registrable Securities then outstanding. Any amendment or waiver affected in accordance with this Section 5 shall be binding upon each Shareholder, their permitted assigns and the Company. 


        (d)    Entire Agreement.    This instrument contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes any prior agreements with respect to such subject matter. 


        (e)    Governing Law.    This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Colorado. The parties hereby: (i) in any legal proceeding brought in connection with this Agreement or the transactions contemplated hereby, irrevocably
submit to the exclusive in personam jurisdiction of (A) any state or federal court of competent jurisdiction sitting in the State of Colorado or
(B) in the event that any party is a defendant in any legal proceeding in which it seeks to join the other as a third party defendant, then, any state or federal court in which such proceeding
has properly been brought, and consents to suit therein; and (ii) waive any objection they may now or hereafter have to the venue of such proceeding in any such court or that such proceeding
was brought in an inconvenient court. 


        (f)    Severability.    The invalidity or unenforceability of any provision hereof shall not
in any way affect the validity or enforceability of any other provision. 



        (g)    Successors.    Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefits of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 




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        IN WITNESS WHEREOF. the parties hereto have executed this Registration Rights Agreement effective as of the day and year first above
written. 



	 	 	LOCAL MATTERS, INC.
	

 	
 	
By:	
 	

/s/  PERRY EVANS      

	 	 	 	 	Name:	Perry Evans
	 	 	 	 	Title:	CEO
	
 	
 	

DEX MEDIA, INC.
	

 	
 	
By:	
 	

/s/  FRANK EICHLER      

	 	 	 	 	Name:	Frank Eichler
	 	 	 	 	Title:	SVP, General Counsel




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