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Exhibit 4.5  



THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED,
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. 



 
 

WARRANT TO PURCHASE PREFERRED STOCK
  of
  LOCAL MATTERS, INC.    
    


        This Warrant (the "Warrant") is issued to                        
("Holder") by Local Matters, Inc., a Delaware corporation (the "Company"), on October 14,
2005 (the "Warrant Issue Date") in accordance with the terms of that certain Placement Agent Agreement, dated May 6, 2005, as amended October 17, 2005. 


        1.    Purchase Shares.    Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing), to purchase from the Company,
            shares
of the Company's Series 3 Convertible Preferred Stock, par value $0.001 per share ("Warrant Shares") at the exercise price (defined below) subject to adjustments as provided in
Section 6. 


        2.    Exercise Price.    The exercise price for the Warrant Shares shall be $4.00 per Warrant Share, as adjusted from
time to time pursuant to Section 6 hereof (the "Exercise Price"). 


        3.    Exercise Period.    Subject to the last sentence of this Section 3, this Warrant shall be exercisable, in
whole or in part, during the term commencing on the Warrant Issue Date and ending on the earlier of (i) the fifth anniversary of the date hereof, (ii) three (3) years after
closing of the sale and issuance of the Company's common stock, par value $0.001 per share ("Common Stock") in a firmly underwritten initial public offering, pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Act"), with gross proceeds to the Company of at least $10,000,000 (the "Initial Public
Offering"), or (iii) immediately preceding a Change of Control. The term "Change of Control" shall mean (a) the acquisition of the Company pursuant to a consolidation of the Company with
or merger of the Company with or into any other person in which the Company is not the surviving corporation (other than a reincorporation); or (b) the sale of all or substantially all of the
assets of the Company to any other person. In the event of a Change of Control, the Company shall provide the Holder with thirty (30) days' prior written notice of the event constituting the
Change of Control. Further, in the event of a Change of Control whereby (x) the consideration to be received by Holder in the event of a Change of Control in respect of the Warrant Shares
exceeds the exercise price of this Warrant and (y) Holder has not notified the Company of Holder's intent to exercise this Warrant within the 30-days notice provision contained in
this Section 3, then, this Warrant shall be deemed automatically exercised as of the closing of the event constituting the Change of Control in accordance with the terms of Section 5
hereof. 


        4.    Method of Exercise.    While this Warrant remains outstanding and exercisable in accordance with
Section 3 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: 



        (a)   the
surrender of this Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, to the Secretary of the Company at its principal
offices; and 


        (b)   the
payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased. 








 





        5.    Net Exercise.    In lieu of exercising this Warrant pursuant to Section 4 above, the Holder may elect to
receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with the Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Warrant
Shares computed using the following formula: 



	 	 	 	 	Y (A - B)
	 	 
	 	 	X =	 	A	 	 





	X
	=  The
 number of Warrant Shares to be issued to the Holder pursuant to the net exercise.



	Y
	=  The
 number of Warrant Shares in respect of which the net exercise election is made.



	A
	=  The
 fair market value of one Warrant Share at the time the net exercise election is made.



	B
	=  The
 Exercise Price (as adjusted to the date of the net exercise). 




For
purposes of this Section 5, the fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the
Nasdaq National Market, the value shall be deemed to be the closing price of the securities on such exchange on the date of the exercise of this Warrant; (ii) if traded
over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three
(3) days prior to the net exercise; (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of
the Company; provided, that if this Warrant is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to
Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in the final prospectus with respect to such offering; and (iv) if this Warrant is
being exercised in connection with a merger or acquisition, the fair market value of a Warrant Share will be the value offered per such share in such merger or acquisition, as determined in good faith
by the Board of Directors of the Company. 


        6.    Adjustment.    



        (a)    Subdivision, Combination and Recapitalization.    If the Company shall at any time subdivide (by any stock
split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the Warrant Shares subject to acquisition hereunder, then, after the date of record for effecting such
subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Preferred Stock subject to acquisition upon exercise of this
Warrant will be proportionately increased. If the Company at any time combines (by reverse stock split, recapitalization or otherwise) the shares of Preferred Stock subject to acquisition hereunder,
then, after the date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of shares of
Preferred Stock subject to acquisition upon exercise of this Warrant will be proportionately decreased. In the event of changes in the Warrant Shares by reason of recapitalizations, reclassifications,
combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall
be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the
Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment; provided, however, that such adjustment shall not be made with
respect to, and this Warrant shall terminate if not exercised prior to, a Change of Control. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares
subject to this Warrant. 



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        (b)    Notice of Adjustment.    Upon any adjustment of any Exercise Price, then and in each such case the Company
shall give notice thereof to the Holder, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at
such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 




        7.    Certificates for Shares.    Upon the exercise of the purchase rights evidenced by this Warrant, one or more
certificates for the number of Warrant Shares so purchased shall be issued as soon as practicable thereafter (with appropriate restrictive legends, if applicable), and in any event within ten
(10) days of the delivery of the subscription notice. 



        8.    Issuance of Shares.    The Company covenants that the Warrant Shares, when issued pursuant to the terms and
provisions hereof, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof. 


        9.    Investment Representations.    



        (a)    Registration Under the Securities Act of 1933.    Neither this Warrants nor the Warrant Shares nor the shares
of Common Stock underlying the Warrant Shares (collectively, the "Warrant Securities") have
been registered under the Act for public resale. The securities issuable upon the exercise of this Warrant shall have this following legend: 



"SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT." 




        (b)   The
Holder is acquiring the Warrant and the equity securities issuable upon exercise of the Warrant (collectively, the "Securities") solely for its own account and
beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has have no present intention of selling (in connection with a distribution or
otherwise), granting any participation in, or otherwise distributing the same, and does do not presently have reason to anticipate a change in such intention. 



        (c)   The
Holder acknowledges that it has received all the information it has requested from the Company that it considers necessary or appropriate for deciding whether to
acquire the Warrant. The Holder represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and
to obtain any additional information necessary to verify the accuracy of the information given the Holder. The Holder further represents that it has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risk of this investment. 


        (d)   The
Holder acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial
condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 


        (e)   Without
in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities except in
compliance with applicable securities laws or exemptions therefrom. 


        (f)    The
Purchaser is an "accredited investor" as such term is defined in Rule 501 under the 1933 Act. 



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        10.    Covenants and Conditions.    Pursuant to the terms and conditions of this Warrant, Company shall:
(i) reserve an appropriate number of shares of Series 3 Preferred Stock to facilitate the issuance of Warrant Shares to the Holder in accordance with the terms set forth in this Warrant,
(ii) reserve an appropriate number of shares of Common Stock to facilitate the issuance of Warrant Securities in accordance with the terms set forth in this Warrant, (iii) not amend its
Restated Articles of Incorporation or take any other action that would materially impair the Company's ability to comply with the terms of this Warrant or otherwise unfairly impair the rights of the
Holder, and (iv) provide Holder with reasonable notice before the Company undertakes any significant corporate action that would have a material impact upon Holder's rights under this Warrant
or upon the rights of the holders of Common Stock or Preferred Stock generally. 


        11.    No Fractional Shares or Scrip.    No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect. 


        12.    No Stockholder Rights.    Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of
a stockholder with respect to the shares of Preferred Stock issuable on the exercise hereof, including (without limitation) the right to vote such shares of Preferred Stock, receive dividends or other
distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and such Holder shall not be entitled to any notice or other communication concerning the business or affairs
of the Company. However, nothing in this Section 12 shall limit the right of the Holder to be provided the notices required under this Warrant. 


        13.    Successors and Assigns.    The terms and provisions of this Warrant shall inure to the benefit of, and be
binding upon, the Company and the Holder and their respective successors and assigns. 


        14.    Amendments and Waivers.    Any term of this Warrant may be amended and the observance of any term of this
Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder. Any waiver or amendment affected
in accordance with this Section 14 shall be binding upon each holder of any shares of Preferred Stock purchased under this Warrant at the time outstanding (including securities into which such
shares have been converted), each future holder of all such shares, and the Company. 


        15.    Notices.    All notices required under this Warrant shall be deemed to have been given or made for all purposes
(i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the applicable number if sent by facsimile, (iii) one (1) day
after being sent, when sent by professional overnight courier service, or (iv) five days after posting when sent by registered or certified mail. Notices to the Company shall be sent to the
principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing). Notices to the Holder shall be sent to the address of the Holder on the books of the
Company (or at such other place as the Holder shall notify the Company hereof in writing). 


        16.    Attorneys' Fees.    If any action at law or equity is necessary to enforce or interpret the terms of this
Warrant, the prevailing party shall be entitled to its reasonable attorneys' fees, costs and disbursements in addition to any other relief to which it may be entitled. 



        17.    Captions.    The section and subsection headings of this Warrant are inserted for convenience only and shall
not constitute a part of this Warrant in construing or interpreting any provision hereof. 


        18.    Governing Law.    This Warrant shall be governed by and construed in accordance with the internal laws of the
State of Colorado (without reference to the conflicts of law provisions thereof). The Company hereby irrevocably consents to the jurisdiction of the Courts of the State of Delaware and of any Federal
Court located in Delaware in connection with any action or proceeding arising out of or relating to this Warrant. In any such litigation the Company waives personal service of any summons, complaint
or other process and agrees that the service thereof may be made by certified or registered mail directed to the Chief Executive Officer of the Company at its address set forth below. 


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        IN
WITNESS WHEREOF, Local Matters, Inc. caused this Warrant to be executed by an officer thereunto duly authorized. 



	 	 	LOCAL MATTERS, INC.
	

 	
 	

By:	

    
 Name:

Title:
	 	 	Address:	1221 Auraria Parkway

Denver, Colorado 80204
	

 	
 	

Phone Number (303) 572-1122

Fax Number: (303) 572-1123




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NOTICE OF EXERCISE    
    


To:



        The
undersigned hereby elects to [check applicable subsection]: 



	o
	(a)
    Purchase                        shares
of Series 3 Preferred Stock of Local Matters, Inc., pursuant to the terms of
the attached Warrant and payment of the Exercise Price per share required under such Warrant accompanies this notice; 






OR





	o
	(b)    Exercise
the attached Warrant for            shares of Series 3 Preferred Stock of Local Matters, Inc.
purchasable under this Warrant pursuant to the net exercise provisions of Section 5 of such Warrant. 




        The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for resale
or with a view to distribution of such shares or any part thereof, and the undersigned is an "Accredited Investor", as defined in Rule 501 promulgated under Regulation D of the 1933 Act,
as amended. 



	 	 	 	WARRANTHOLDER:
	

 	

 	
 	

    

	

 	

 	
 	

By:	

    
 [NAME]
	

 	

 	
 	

Address:	

    

	 	 	 	    
    

	

Date:	

    
	
 	

 	

 	

 





Name
in which shares should be registered:
                                         
        


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WARRANT TO PURCHASE PREFERRED STOCK of LOCAL MATTERS, INC.

NOTICE OF EXERCISE