Exhibit 4.2



 





Exhibit 4.2




AMENDMENT NO. 1 TO PURCHASE AGREEMENT




     THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (“Amendment”) is made as of the 29th day of March,
2007 by and among Local.com Corporation, a Delaware corporation (the “Company”), and Hearst
Communications, Inc. (the “Strategic Investor”) and SRB Greenway Capital, L.P., SRB Greenway
Capital (QP), L.P. and SRB Greenway Offshore Operating Fund, L.P. (collectively the “Financial
Investor” and, together with the Strategic Investor, the “Investors”).



Recitals




     A. The Company and the Investors entered into a certain Purchase Agreement on February 22,
2007, pursuant to which the Company issued Warrants to the Investors.



     B. Pursuant to Section 6.1(d) of the Purchase Agreement the Company filed a Notification Form:
Listing of Additional Shares covering the Conversion Shares and the Warrant Shares with the Nasdaq
Stock Market, Inc. (“Nasdaq”).



     C. The Company received comments from Nasdaq that require certain amendments to be made to the
Warrants.



     D. Accordingly, the Company and the Investors desire to amend certain provisions of the
Purchase Agreement.



Agreement



NOW THEREFORE, in consideration of the foregoing premises and the respective promises and
agreements of the parties set forth herein, the parties hereto agree as follows:





	1.	 	Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed thereto in the Purchase Agreement.
	 
	2.	 	Amendments. 






	 	2.1.	 	The preamble portion of each of the Warrants issued pursuant to the Purchase Agreement
are hereby amended by deleting such section in its entirety and inserting in its place the
following with relevant information inserted for the Warrantholder, the Warrant Price, and
the Warrant Shares as set forth in Exhibit F to the Purchase Agreement:






For VALUE RECEIVED, [........] (“Warrantholder”), is entitled to purchase, subject
to the provisions of this Warrant, from Local.com Corporation, a Delaware
corporation (“Company”), from and after the six month anniversary of the
Closing Date and at any time thereafter, but not later than 5:00 P.M.,
Eastern time, on the Expiration



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Date (as defined above), at an exercise price per share equal to [$..] (the
exercise price in effect being herein called the “Warrant Price”), [    ] shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.00001
per share (“Common Stock”). The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time as described herein. This Warrant is being
issued pursuant to the Purchase Agreement, dated as of February 22, 2007
(the “Purchase Agreement”), among the Company and the initial holders of the
Company Warrants (as defined below). Capitalized terms used herein have the
respective meanings ascribed thereto in the Purchase Agreement unless
otherwise defined herein.




	 	2.2.	 	Section 3 of each of the Warrants issued pursuant to the Purchase Agreement are hereby
amended by deleting the first paragraph in such section in its entirety and inserting in
its place the following:






Exercise of Warrant. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant, in whole or in part, at any time
from and after the six month anniversary of the Closing Date and at any time
thereafter, but not later than 5:00 P.M., Eastern time, on the Expiration
Date upon surrender of the Warrant, together with delivery of a duly
executed Warrant exercise form, in the form attached hereto as Appendix A
(the “Exercise Agreement”) and payment by cash, certified check or wire
transfer of funds (or, in certain circumstances, by cashless exercise as
provided below) of the aggregate Warrant Price for that number of Warrant
Shares then being purchased, to the Company during normal business hours on
any business day at the Company’s principal executive offices (or such other
office or agency of the Company as it may designate by notice to the
Warrantholder). The Warrant Shares so purchased shall be deemed to be
issued to the Warrantholder or the Warrantholder’s designee, as the record
owner of such shares, as of the close of business on the date on which this
Warrant shall have been surrendered (or the date evidence of loss, theft or
destruction thereof and security or indemnity satisfactory to the Company
has been provided to the Company), the Warrant Price shall have been paid
and the completed Exercise Agreement shall have been delivered.




	 	2.3.	 	Section 8(e) of each of the Warrants issued pursuant to the Purchase Agreement are
hereby amended by deleting such section in its entirety and inserting in its place the
following:






To the extent permitted by applicable law and the listing requirements of
the Nasdaq Marketplace Rules and any other stock market or exchange on which
the Common Stock is then listed, the Company from time to time may decrease
the Warrant Price by any amount for any period of time if the period is at
least twenty (20) days, the decrease is irrevocable during the period and
the Board shall have made a determination that such



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decrease would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Warrant Price is decreased pursuant to
the preceding sentence, the Company shall provide written notice thereof to
the Warrantholder at least five (5) days prior to the date the decreased
Warrant Price takes effect, and such notice shall state the decreased
Warrant Price and the period during which it will be in effect.




	 	3.	 	Applicable to Series A Warrants and Series B Warrants. The Investors agree that this
Amendment applies to all the Warrants issued pursuant to the Purchase Agreement, in the
respective amounts set forth opposite the Investors’ names on Exhibit F to the
Purchase Agreement. The Investors specifically acknowledge that this Amendment applies to
both the Series A Warrants and the Series B Warrants
	 
	 	4.	 	Replacement of Warrants. Any warrants that have been issued and delivered, pursuant
to the Purchase Agreement, prior to this Amendment are hereby cancelled and shall be replaced
with new warrants incorporating these revisions.
	 
	 	5.	 	Miscellaneous. Except as modified and amended pursuant to this Amendment, the
Purchase Agreement and the Warrants shall remain in full force and effect. This Amendment may
be executed in one or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. This Amendment will become
binding when one or more counterparts hereof, individually or taken together, will bear the
signatures of all the parties reflected hereon as signatories.





[signature page follows]




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     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Purchase Agreement or
caused their duly authorized officers to execute this Amendment No. 1 to Purchase Agreement as of
the date first above written.



	 	 	 	 	 
	The Company:  	LOCAL.COM CORPORATION

 	 
	 	By:  	/s/ Heath Clarke
 	 
	 	 	Name:  	Heath Clarke 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	The Strategic Investor:  	HEARST COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Kenneth A. Bronfin
 	 
	 	 	Name:  	Kenneth A. Bronfin 	 
	 	 	Title:  	President, Hearst Interactive Media 	 
	 



	 	 	 	 	 
	The Financial Investor:  	SRB GREENWAY CAPITAL, L.P.

 	 
	 	By:  	/s/ Steve Becker
 	 
	 	 	Name:  	Steve Becker 	 
	 	 	Title:  	General Partner 	 
	 
	 	SRB GREENWAY CAPITAL (QP), L.P.

 	 
	 	By:  	/s/ Steve Becker
 	 
	 	 	Name:  	Steve Becker 	 
	 	 	Title:  	General Partner 	 
	 
	 	SRB GREENWAY OFFSHORE OPERATING FUND, L.P.

 	 
	 	By:  	/s/ Steve Becker
 	 
	 	 	Name:  	Steve Becker  	 
	 	 	Title:  	General Partner 	 
	 




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