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Exhibit 4.10  


 
 

LOCAL MATTERS, INC.
  FIRST AMENDMENT
  TO
  THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT    
    


        This First Amendment to the Third Amended and Restated Investor Rights Agreement (the "Amendment") is entered into
as of November 23, 2005, by and among (i) Local Matters, Inc., a Delaware corporation (f/k/a Aptas, Inc.) (the "Company"),
(ii) the persons and entities who are parties to the Current Agreement (as defined below) that have executed this agreement below (the "Existing
Investors"), and (iii) the entity listed on Exhibit A hereto (the "New
Investor"). 


Recitals  


        A.    The Company and the Existing Investors (among other parties) are parties to the Third Amended and Restated Investor Rights
Agreement, dated October 14, 2005 (the "Current Agreement"). 



        B.    The New Investor proposes to purchase from the Company shares of the Company's Series 3 Preferred Stock, par value
$.001 per share (the "Series 3 Preferred Stock") pursuant to that certain Stock Purchase Agreement, dated of even date herewith (the
"New Purchase Agreement"). 


        C.    Section 6.7 of the Current Agreement provides that the Agreement may be amended upon the written consent of the
Company and the holders of a majority of the Registrable Securities (as defined in the Current Agreement) held by the Current Investors (the "Requisite
Purchasers"). 


        D.    The Company and the Current Investors who are signatories hereto constitute the Requisite Purchasers, and desire to amend
the Agreement to include the New Investor as parties to such agreement. 


        In
consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows: 


        1.     Additional Purchaser  


        Upon the purchase of shares of Series 3 Preferred Stock by the New Investor and the execution of a counterpart signature page to the Current
Agreement, the Current Agreement shall be automatically amended such that the New Investor shall become a party to the Current Agreement and will be deemed to be a "Holder" and a "Series 3
Preferred Holder", the shares of the Series 3 Preferred Stock purchased by the New Investor shall be deemed "Series 3 Preferred Stock" and the shares of Common Stock issuable upon
conversion of such Series 3 Preferred Stock shall be deemed to be "Registrable Securities," as each is defined in the Agreement. Upon the purchase of shares of Series 3 Preferred Stock
by the New Investor and the execution of a counterpart signature page to the Current Agreement, the New Investor shall be entitled to the same rights and benefits under the Current Investors'
Rights Agreement and will be bound by the terms, restrictions and obligations to the same extent and in the same manner as each other holder of Series 3 Preferred Stock. 


        2.     Miscellaneous



        2.1   This
Amendment may be executed in any number of counter parts, each of which shall be an original, but all of which together shall constitute one instrument. 



        2.2   All
other terms and conditions of the Current Agreement shall remain in full force and effect. 








 

        In Witness Whereof, the parties hereto have executed the Amendment as of the date set forth in the first paragraph hereof. 



	

 	
 	

 	
 	
LOCAL MATTERS, INC.
	
 	
 	

 	
 	

By:	
 	

/s/  PERRY EVANS      

	 	 	 	 	Name:	 	Perry Evans
	 	 	 	 	Title:	 	President and Chief Executive Officer
	

 	
 	

 	
 	

 [STOCKHOLDER]
	

 	
 	

 	
 	

 [SIGNATURE]
	

 	
 	

 	
 	

 [NAME AND TITLE OF SIGNATORY, IF STOCKHOLDER IS A CORPORATION OR OTHER ENTITY]
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
YELO PARTNERS I LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P DIOGUARDI      

	 	 	 	 	Name:	 	William P Dioguardi
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	10,623,125	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 



2







 

	

 	
 	

 	
 	
YELO PARTNERS II LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P DIOGUARDI      

	 	 	 	 	Name:	 	William P Dioguardi
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	2,726,875	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SANDLER CO-INVESTMENT PARTNERS, L.P.
	
 	
 	

 	
 	

By:	
 	

/s/  MOIRA MITCHELL      

	 	 	 	 	Name:	 	Moira Mitchell
	 	 	 	 	Title:	 	President
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	250,000	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SOFTWARE SEED CAPITAL III
	
 	
 	

 	
 	

By:	
 	

/s/  DAVID DE LEEUW      

	 	 	 	 	Name:	 	David De Leeuw
	 	 	 	 	Title:	 	Managing Member
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	800,000	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 





3







 

	

 	
 	

 	
 	
SOFTWARE SEED CAPITAL II
	
 	
 	

 	
 	

By:	
 	

/s/  DAVID DE LEEUW      

	 	 	 	 	Name:	 	David De Leeuw
	 	 	 	 	Title:	 	Managing Member
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	806,837	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SPENCER TRASK PRIVATE EQUITY FUND I, LP
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P DIOGUARDI      

	 	 	 	 	Name:	 	William P Dioguardi
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	99,750	 	 	 	 
	Series 2 Preferred Stock:	 	140,000	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SPENCER TRASK PRIVATE EQUITY ACCREDITED FUND III, LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P DIOGUARDI      

	 	 	 	 	Name:	 	William P Dioguardi
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	62,343	 	 	 	 
	Series 2 Preferred Stock:	 	90,000	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 



4







 

	

 	
 	

 	
 	
SPENCER TRASK ILLUMINATION FUND LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P DIOGUARDI      

	 	 	 	 	Name:	 	William P Dioguardi
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	232,833	 	 	 	 
	Series 2 Preferred Stock:	 	300,000	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SPENCER TRASK PRIVATE EQUITY FUND II, LP
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P DIOGUARDI      

	 	 	 	 	Name:	 	William P Dioguardi
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	49,875	 	 	 	 
	Series 2 Preferred Stock:	 	70,000	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SPENCER TRASK INTELLECTUAL CAPITAL COMPANY LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P. DIOGUARDI      

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	3,887,685	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 





5







 

	

 	
 	

 	
 	
SPENCER TRASK SOFTWARE & INFORMATION SERVICES GROUP LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P. DIOGUARDI      

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

56,348	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	255,716	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SPENCER TRASK INVESTMENT PARTNERS LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P. DIOGUARDI      

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	86,506	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 
	

 	
 	

 	
 	
SPENCER TRASK MEDIA & COMMUNICATIONS GROUP LLC
	
 	
 	

 	
 	

By:	
 	

/s/  WILLIAM P. DIOGUARDI      

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	1,036,815	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	 	 	 	 	 



6







 

	

 	
 	

 	
 	
SANDLER CAPITAL PARTNERS V, L.P.
	
 	
 	

 	
 	

By:	
 	

Sandler Investment Partners, L.P., General Partner
	 	 	 	 	By:	 	Sandler Capital Management, General Partner
	 	 	 	 	By:	 	MJDM Corp., a General Partner
	

 	
 	

 	
 	

By:	
 	

/s/  MOIRA MITCHELL      

	 	 	 	 	Name:	 	Moira Mitchell
	 	 	 	 	Title:	 	President
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	3,397,920	 	 	 	 
	

 	
 	

 	
 	
SANDLER CAPITAL PARTNERS V FTE, L.P.
	
 	
 	

 	
 	

By:	
 	

Sandler Investment Partners, L.P., General Partner
	 	 	 	 	By:	 	Sandler Capital Management, General Partner
	 	 	 	 	By:	 	MJDM Corp., a General Partner
	

 	
 	

 	
 	

By:	
 	

/s/  MOIRA MITCHELL      

	 	 	 	 	Name:	 	Moira Mitchell
	 	 	 	 	Title:	 	President
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	1,452,120	 	 	 	 
	 	 	 	 	 	 	 





7







 

	

 	
 	

 	
 	
SANDLER CAPITAL PARTNERS V GERMANY, L.P.
	
 	
 	

 	
 	

By:	
 	

Sandler Investment Partners, L.P., General Partner
	 	 	 	 	By:	 	Sandler Capital Management, General Partner
	

 	
 	

 	
 	

By:	
 	

MJDM Corp., a General Partner
	

 	
 	

 	
 	

By:	
 	

/s/  MOIRA MITCHELL      

	 	 	 	 	Name:	 	Moira Mitchell
	 	 	 	 	Title:	 	President
	

SHARES HELD:	
 	

 	
 	

 
	

Common Stock:	
 	

 	
 	

 	
 	

 
	Series 1 Preferred Stock:	 	 	 	 	 	 
	Series 2 Preferred Stock:	 	 	 	 	 	 
	Series 3 Preferred Stock:	 	149,960	 	 	 	 




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LOCAL MATTERS, INC. FIRST AMENDMENT TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT